Amount: $50,000.00                                          Date: March 31, 2000

                                 PROMISSORY NOTE

         FOR VALUE RECEIVED, Universal Beverage Holdings Corporation and/or its
wholly owned subsidiary Universal Beverages, Inc.,herein collectively referred
to as the undersigned, promise to pay to the order of Lasse and Eva Moe and
Roberto and Barbara Rial, thier successors and assigns, herein collectively
referred to as holders, the sum of FIFTY THOUSAND DOLLARS ($50,000.00) with
interest on any unpaid balance at the rate of eight percent (8%) per annum and
payable in 36 equal successive monthly installments of ONE THOUSAND FIVE HUNDRED
SIXTY SIX DOLLARS AND EIGHTY TWO CENTS ($1,566.82 ) in lawful money of the
United States of America, commencing on May 1, 2000 and continuing on the first
day of each and every month thereafter until paid except the final installment
that shall be the balance due on this note.

         1. Acceleration of maturity in event of default. In the event of
default in the payment of any of the installments or interest when due as
provided in this note, time being of the essence, the holders may without notice
or demand declare the entire principal sum then unpaid immediately due and
payable. The failure of holders to exercise such option to accelerate the
indebtedness evidenced hereby shall not constitute a waiver of the right to
exercise such option at any other time so long as such event of default remains
outstanding and uncured.

         2. Attorneys' fees. The undersigned shall pay all reasonable attorneys'
fees incurred by holders in enforcing any right or remedy under this note.

         3. Interest on unpaid amounts. All sums remaining unpaid on the agreed
or accelerated date of maturity of the last installment shall thereafter bear
interest at the rate of eighteen percent (18%) per annum.

         4. Modification of note. The holders of this note may, with or without
notice to the undersigned, cause additional parties to be added to this note, or
release any party, or revise, extend, or renew the note, or extend the time for
making any installment provided for in this note, or accept any installment in
advance, all without affecting the liability of the undersigned.

         5.       Waiver of rights.

                  A. The undersigned waives (a) presentment, demand, protest,
notice of protest, notice of dishonor, and notice of nonpayment; (b) the right
to require holders to proceed against the undersigned, or to pursue any other
remedy in holders's power.

                  B. Holders shall not be deemed, by any act of omission or
commission, to have waived any of its rights or remedies hereunder unless such
waiver is in writing and signed by holders, and then only to the extend
specifically set forth in the writing. A waiver of one event shall not be
construed as a continuing or as a bar to or waiver of any right or remedy to a
subsequent event.

         6. Conditions affecting borrower's financial ability to repay;
acceleration of maturity. It is agreed that if the undersigned at any time fails
in business or becomes insolvent, or commits an act of bankruptcy, or if any
deposit account or other property of the undersigned be attempted to be obtained
or held by writ of execution, garnishment, attachment, or other legal process,
of if any assessment for taxes against the undersigned, other than taxes on real
property, is made by the federal or state government, then and in such case all
of the obligations of the undersigned shall, at the option of the holders,
become due and payable immediately without demand or notice.

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         7. Governing law. This Note is to be construed and enforced according
to the laws of the State of Florida. `

         8. The undersigned knowingly, voluntarily and intentionally waives any
right it may have to a trial by jury in respect of any litigation proceedings or
counterclaims arising out of, under, or in connection with this note, or any
other loan documents. Further, the undersigned hereby certifies that no
representative or agent of the holders nor the holders's counsel has
represented, expressly or otherwise, that the holders would not, in the event of
such litigation, seek to enforce this waiver of right to jury trial provision.
The undersigned acknowledges that the holders has been induced to enter into
this transaction by, inter alia, the provisions of this section. The undersigned
agrees not to seek to consolidate any such action in which a jury trial has been
waived with any other action in which a jury trial cannot be waived.

                                     Universal Beverage Holdings Corporation by:

                                     /s/ [ILLEGIBLE]
                                     -------------------------------------------

                                     Print Name:
                                     and,

                                     Universal Beverages, Inc. by:

                                     /s/ [ILLEGIBLE]
                                     -------------------------------------------

                                     Print Name:


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