EXHIBIT 10.3

Employment Agreement

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and
among STEVE A. HAGLUND, an individual residing in the State of Florida whose
social security number is _________ (the "Employee"); Xstream Beverages Group,
Inc., a Nevada corporation ("Xstream" Xstream and the Employee being sometimes
hereinafter collectively to as the "Parties" or generically as a "Party".

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereby exchanged, as well as of the sum of Ten ($10.00) Dollars and
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:

                                   Witnesseth:
                                   -----------

                                   ARTICLE ONE
                       TERM, RENEWALS, EARLIER TERMINATION

1.1      TERM

         Subject to the provisions set forth herein, the term of the Employee's
employment hereunder shall be deemed to have commenced as of February 1, 2002
and shall continue until December 31, 2005.

1.2      RENEWALS

(a)      This Agreement shall be renewed automatically, after expiration of the
         original term, on a continuing annual basis, unless the Party wishing
         not to renew this Agreement provides the other Party with written
         notice of its election not to renew ("Termination Election Notice") on
         or before the 30th day prior to termination of the then current term.

(b)      In the event that in conjunction with a renewal of this Agreement, a
         Party desires a modification of the terms of this Agreement that are
         not of general application (e.g., the provisions pertaining to salary,
         commissions, etc.), then:

         (1)      Such Party shall provide the other with a written notice
                  specifying the requested modifications (the "Modification
                  Request Notice") on or before the 45th day prior to
                  termination of the then current term which;




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         (2)      If the modifications specified in the Modifications Request
                  Notice are accepted in writing by the other Party prior to
                  expiration of the then current term, the Modifications Request
                  Notice shall be deemed a written amendment to this Agreement,
                  effective as of the first day of the new renewal term;

         (3)      If the Party receiving the Modifications Request Notice finds
                  the proposed modifications unacceptable, it may initiate
                  negotiations to reach compromise modifications with the Party
                  providing the Modifications Request Notice, which must be
                  concluded and reflected in a written amendment to this
                  Agreement prior to the end of the then current term, failing
                  which, the provisions of Section 1.2(B)(4) will be deemed in
                  effect;

         (4)      If the modifications specified in the Modifications Request
                  Notice are not accepted in writing by the other Party prior to
                  expiration of the then current term, the Modifications Request
                  Notice shall be deemed a Notice of Termination and this
                  Agreement will expire effective as of the close of business on
                  the last day of the then current term.

1.3      EARLIER TERMINATION

         Xstream shall have the right to terminate this Agreement prior to the
expiration of its Term or of any renewals thereof:

(a)      For Cause:

         (1)      Xstream may terminate the Employee's employment under this
                  Agreement at any time for cause.

         (2)      Such termination shall be evidenced by written notice thereof
                  to the Employee, which notice shall specify the cause for
                  termination.

         (3)      For purposes hereof, the term "cause" shall mean:

                  (A)      The inability of the Employee, through sickness or
                           other incapacity, to discharge his duties under this
                           Agreement for 90 or more consecutive days or for a
                           total of 180 or more days out of a period of 270
                           days;

                  (B)      The failure of the Employee to abide by the
                           directions of Xstream's board of directors;

                  (C)      Dishonesty; theft; insubordination or conviction of a
                           crime;

                  (D)      Material default in the performance of the Employee's
                           obligations, services


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                           or duties required under this Agreement (other than
                           due to illness) or material breach of any provision
                           of this Agreement, which default or breach has not
                           been completely remedied within five days after
                           written notice of such default or breach.

(b)      Deterioration or Discontinuance of Business:

         (1)      In the event that Xstream discontinues operating its business,
                  this Agreement shall terminate as of the last day of the month
                  on which it ceases operation with the same force and effect as
                  if such last day of the month were originally set as the
                  termination date hereof; provided, however, that a
                  reorganization or merger of Xstream shall not be deemed a
                  termination of its business.

(c)      Death:

         This Agreement shall terminate immediately on the death of the
Employee; however, all accrued compensation at such time shall be promptly paid
to the Employee's estate.

(d)      Options:

         If within 120 days of execution of this Agreement, the Agreement is
terminated by either party either with or without cause, then in that event all
stock options granted to the Employee as more fully in Article III shall be null
and void.

         If this Agreement is terminated either with or without cause after 60
days following execution, then all options granted to the Employee hereunder
shall be fully vested.


1.4      SEVERANCE PAYMENTS AND ALTERNATIVES TO TERMINATION

         In the event this Agreement is terminated for reasons other than for
cause as described in Section 1.3(a)(3)(b) or (c) above, the Employee shall be
entitled to receive:

         (A) All salaries and reimbursements earned through the date of
termination;

         (B) Pay to the Employee an amount equal to the greater of 200% of the
Employee's then prevailing salary or the remaining compensation due under this
Agreement whichever is less;

         (C) Continue to provide the Employee with those medical, life and
disability insurance benefits, if any, which are provided to the Employee as of
the last date of employment and continue for a period of one year following the
last date of employment with the Xstream;

         (D) The Employee shall have the right to exercise all stock options,
warrants and other rights



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to acquire Common Stock or other securities of the Company granted to the
Employee by the Company prior thereto for the greater of the Noncompete Period
(as defined below) or, with respect to such options, warrants or rights the
remaining period to exercise said options or warrants


1.5      FINAL SETTLEMENT

         Upon termination of this Agreement the Employee or the Employee's
representative shall ex ecute and deliver to Xstream on a form prepared by
Xstream, a release of all claims except such claims as may have been submitted
pursuant to the terms of this Agreement and which remain unpaid, and, shall
forthwith tender to Xstream all records, manuals and written procedures, as may
be desired by it for the continued conduct of its business.


                                   ARTICLE TWO
                               SCOPE OF EMPLOYMENT

2.1      RETENTION
         Xstream hereby hires the Employee and the Employee hereby accepts such
employment, in accordance with the terms, provisions and conditions of this
Agreement.


2.2      GENERAL DESCRIPTION OF DUTIES

         The Employee shall perform the duties generally associated with
overseeing the operations of the Company including but not limited to developing
a business plan, investigating prospective acquisition candidates, oversee
operations in each targeted company, recommend to the board a prospective
budget, oversee human resource needs to the extent required to integrate various
operating subsidiaries and such other matters as may reasonably be directed by
the Board of Directors.

2.3      STATUS

(A)      The Employee shall serve as its CHIEF EXECUTIVE OFFICER and serve as a
         member of Xstream's board of directors.

(B)      The Employee shall oversee all operational issues related to the
         ongoing business needs of the Company. The Employee shall at all times
         be accountable to the Company's Board of Directors. The Employee is
         expected to work a minimum of 35 hours per week and devote his full
         time and attention to the operations of the Company. However, nothing
         shall prohibit the Employee from engaging in charitable and civic
         activities and managing his personal passive investments, provided that
         such passive investments are not in a company which competes in a
         business similar to that of the Company's business.


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(C)      The Employee hereby represents and warrants to Xstream that he is
         subject to no legal, self regulatory organization (e.g., National
         Association of Securities Dealers, Inc.'s bylaws) or regulatory
         impediments to the provision of the services called for by this
         Agreement, or to receipt of the compensation called for under this
         Agreement or any supplements thereto; and, the Employee hereby
         irrevocably covenants and agrees to immediately bring to the attention
         of Xstream any facts required to make the foregoing representation and
         warranty continuingly accurate throughout the term of this Agreement,
         or any supplements or extensions thereof.

2.4      EXCLUSIVITY

(a)      Unless specifically authorized by this Agreement or is otherwise
         authorized by Xstream's board of directors, on a case by case basis, in
         writing, all of the Employee's business time shall be devoted
         exclusively to the affairs of Xstream.

(b)      Without limiting the generality of the foregoing, the Employee
         covenants to perform the employment duties called for hereby in good
         faith, devoting substantially all business time, energies and abilities
         thereto and will not engage in any other business or commercial
         activities for any person or entity without the prior written consent
         of Xstream.

2.5      LIMITATIONS ON SERVICES

(a)      The Parties recognize that certain responsibilities and obligations are
         imposed by federal and state securities laws and by the applicable
         rules and regulations of stock exchanges, the National Association of
         Securities Dealers, Inc., in-house "due diligence" or "compliance"
         departments of Licensed Securities Firms, etc.; accordingly, the
         Employee agrees that he will not:

         (1)      Release any financial or other material information or data
                  about Xstream without the prior written consent and approval
                  of Xstream's General Counsel or Securities Counsel;

         (2)      Conduct any meetings with financial analysts without informing
                  Xstream's General Counsel and board of directors in advance of
                  the proposed meeting and the format or agenda of such meeting.

(a)      In any circumstances where the Employee is describing the securities of
         Xstream to a third party, the Employee shall disclose to such person
         any compensation received from Xstream to the extent required under any
         applicable laws, including, without limitation, Section 17(b) of the
         Securities Act of 1933, as amended.

(b)      In rendering his services, the Employee shall not disclose to any third
         party any confidential


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non-public information furnished by Xstream or otherwise obtained by it with
respect to

         Xstream, except on a need to know basis, and in such case, subject to
         appropriate assurances that such information shall not be used,
         directly or indirectly, in any manner that would violate state or
         federal prohibitions on insider trading of Xstream's securities.

(c)      The Employee shall not take any action which would in any way adversely
         affect the reputation, standing or prospects of Xstream or Xstream or
         which would cause Xstream to be in violation of applicable laws.

                                  ARTICLE THREE
                                  COMPENSATION

3.1      COMPENSATION

         As consideration for the Employee's services to Xstream the Employee
shall be entitled to the following compensation:

         The Employee's salary during the first year of this agreement shall be
$150,000 (the "Base Salary"). The Base Salary shall be increased by ten percent
per annum (10%) in each of the subsequent years of employment. shall receive an
annual base salary of $150,000. In addition to the Base Salary, the Employee
shall be entitled to receive such bonuses as may be determined by the Company's
Board of Directors. The Base Salary shall be payable in accordance with the
Company's customary payroll practices and procedures and shall be prorated for
any partial year during the Term.

3.2      BENEFITS

(A)      The Employee shall be entitled to any benefits generally made available
         to all other employees including without limitation medical, disability
         and life insurance plans and programs established by the Company
         subject however to any eligibility requirements and other provisions of
         such plans. The Employee shall also be entitled to receive such fringe
         benefits as may be generally provided by the Company from time to time
         to its employees, in accordance with the policies of the Company in
         office from time to time. Th Company will also attempt to secure for
         the Employee and other members of the Board of Directors, directors and
         officers insurance in an amount deemed reasonable by the Board of
         Directors.


(B)      If deemed appropriate under the circumstances by Xstream's board of
         directors, an expense allowance in an amount established from time to
         time by Xstream's board of directors for traveling, telephone and other
         direct business expenses required in connection with the performance of
         the Employee's duties hereunder, the amount of the allowance being
         limited to actual expenditures verified and documented as required by
         Xstream for audit purposes, for tax deduction purposes and in order to
         assure compliance with applicable laws and regulations; provided that,
         without the prior consent of Xstream's stockholders, such expense




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         allowance may not exceed $1,000 during any consecutive 30 day period.


(C)      The Employee shall be entitled to four (4) weeks paid vacation
         annually, to be take at such time(s) as shall not, in the reasonable
         judgment of the Company's Board of Directors, interfere with the
         fulfillment of the Employee's duties under this Agreement. The Employee
         shall be entitled to as many holidays, sick days and personal days as
         are generally provided from time to time to its employees in accordance
         with the Company's policies in effect from time to time.

(D)      The Employee shall be entitled to receive an automobile allowance in an
         amount of $1,000 per month, which amount may be applied by the Company
         toward the leasing of an automobile by the Company for the Employee, or
         may be given directly to the Employee to reimburse the Employee for the
         purchase or lease of an automobile, as the parties may agree. In
         addition, the Company shall pay or reimburse the Employee for all
         reasonable trave, entertainment, and other expenses incurred by him in
         connection with the performance of his duties hereunder in accordance
         with the policies and procedures established by the Board of Directors.

(E)      Upon execution of this Agreement by both parities, the Company shall
         grant to the Employee incentive stock options subject to the following
         terms and conditions:

         (a)      Upon execution of this Agreement, the Employee shall be
                  granted an option to purchase 3 million shares at $1.75 per
                  share.

         (b)      Employee shall also be entitled to additional stock options
                  based upon the Company's performance.

                  (a)      If during calendar year 2002 the Company's gross
                           sales are greater than $2.5 million but less than $6
                           million, Employee shall be granted an option to
                           purchase 500,000 shares of common stock at $1.75.

                  (b)      If during calendar year 2002 the Company's gross
                           sales are greater than $6 million Employee shall be
                           granted an option to purchase 1 million, shares of
                           common stock at $1.75 per share.

                  (c)      If during calendar year 2003 the Company's gross
                           sales are greater than $8 million but less than $15
                           million, Employee shall be granted an option to
                           purchase 500,000 shares of common stock at $1.75 per
                           shares.

                  (d)      If during calendar year 2003 the Company's gross
                           sales are greater than $15 million Employee shall be
                           granted an option to purchase 1 million shares of
                           common stock at $1.75 per shares.







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                  (e)      If during calendar year 2004 the Company's gross
                           sales are greater than $22 million but less than $35
                           million, Employee shall be granted an option to
                           purchase 500,000 shares of common stock at $1.75 per
                           shares.

                  (f)      If during calendar year 2004 the Company's gross
                           sales are greater than $22 million Employee shall be
                           granted an option to purchase one million shares of
                           common stock at $1.75 per shares.

         All options to be granted hereunder shall contain a cashless exercise
provision in the sole and absolute discretion of the Board of Directors.


3.3      INDEMNIFICATION

         Xstream will defend, indemnify and hold the Employee harmless from all
liabilities, suits, judgments, fines, penalties or disabilities, including
expenses associated directly, therewith (e.g. legal fees, court costs,
investigative costs, witness fees, etc.) resulting from any reasonable actions
taken by him in good faith on behalf of Xstream, its affiliates or for other
persons or entities at the request of the board of directors of Xstream, to the
fullest extent legally permitted, and in conjunction therewith, shall assure
that all required expenditures are made in a manner making it unnecessary for
the Employee to incur any out of pocket expenses; provided, however, that the
Employee permits the majority stockholders of Xstream to select and supervise
all personnel involved in such defense and that the Employee waive any conflicts
of interest that such personnel may have as a result of also representing
Xstream, its stockholders or other personnel and agrees to hold them harmless
from any matters involving such representation, except such as involve fraud or
bad faith.


                                  ARTICLE FOUR
                                SPECIAL COVENANTS

4.1      CONFIDENTIALITY, NON-CIRCUMVENTION AND NON-COMPETITION

         During the term of this Agreement, all renewals thereof and for a
period of two years after its termination, the Employee hereby irrevocably
agrees to be bound by the following restrictions, which constitute a material
inducement for Xstream's entry into this Agreement:

(a)      Because the Employee will be developing for Xstream, making use of,
         acquiring and/or adding to, confidential information of special and
         unique nature and value relating to such matters as Xstream's trade
         secrets, systems, procedures, manuals, confidential reports,


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         personnel resources, strategic and tactical plans, advisors, clients,
         investors and funders; as material inducement to the entry into this
         Agreement by Xstream, the Employee hereby covenants and agrees not to
         personally use, divulge or disclose, for any purpose whatsoever,
         directly or indirectly, any of such confidential information during the
         term of this Agreement, any renewals thereof, and for a period of two
         years after its termination.

(b)      The Employee hereby covenants and agrees to be bound as a fiduciary of
         Xstream, as if the Employee were a partner in a partnership bound by
         the partnership opportunities doctrine, as such concept has been
         judicially and legislatively developed in the State of Florida, and
         consequently, without the prior written consent of Xstream, on a
         specific, case by case basis, the Employee shall not, among other
         things, directly or indirectly:

         (1)      Engage in any activities, whether or not for profit,
                  competitive with Xstream's business.

         (2)      Solicit or accept any person providing services to Xstream,
                  whether as an employee, consultant or independent contractor,
                  for employment or provision of services.

         (3)      Induce any client or customer of Xstream to cease doing
                  business with Xstream or to engage in business with any person
                  engaged in business activities that compete with Xstream's
                  business.

         (4)      Divert any business opportunity within the general scope of
                  Xstream's business and business capacity, to any other person
                  or entity.

4.2      SPECIAL REMEDIES

         In view of the irreparable harm and damage which would undoubtedly
occur to Xstream as a result of a breach by the Employee of the covenants or
agreements contained in this Article Four, and in view of the lack of an
adequate remedy at law to protect Xstream's interests, the Employee hereby
covenants and agrees that Xstream shall have the following additional rights and
remedies in the event of a breach hereof:

(a)      In addition to and not in limitation of any other rights, remedies or
         damages available to Xstream, whether at law or in equity, it shall be
         entitled to a permanent injunction in order to prevent or to restrain
         any such breach by the Employee, or by the Employee's partners, agents,
         representatives, servants, employers, employees, affiliates and/or any
         and all persons directly or indirectly acting for or with him and the
         Employee hereby consents to the issuance of such a permanent
         injunction; and

(b)      Because it is impossible to ascertain or estimate the entire or exact
         cost, damage or injury which Xstream may sustain prior to the effective
         enforcement of such injunction, the Employee hereby covenants and
         agrees to pay over to Xstream, in the event the employee


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         violates the covenants and agreements contained in Section 4.2 hereof,
         the greater of:

         (1)      Any payment or compensation of any kind received by the
                  Employee or by persons affiliated with or acting for or with
                  the Employee, because of such violation before the issuance of
                  such injunction, or

         (2)      The sum of Ten Thousand ($10,000.00) Dollars per violation,
                  which sum shall be liquidated damages, and not a penalty, for
                  the injuries suffered by Xstream as a result of such
                  violation, the Parties hereto agreeing that such liquidated
                  damages are not in tended as the exclusive remedy available to
                  Xstream for any breach of the covenants and agreements
                  contained in this Article Four, prior to the issuance of such
                  injunction, the Parties recognizing that the only adequate
                  remedy to protect Xstream from the injury caused by such
                  breaches would be injunctive relief.

4.3      CUMULATIVE REMEDIES

         The Employee hereby irrevocably agrees that the remedies described in
Section 4.2 shall be in addition to, and not in limitation of, any of the rights
or remedies to which Xstream is or may be entitled to, whether at law or in
equity, under or pursuant to this Agreement.

4.4      ACKNOWLEDGMENT OF REASONABLENESS

(a)      The Employee hereby represents, warrants and acknowledges that having
         carefully read and considered the provisions of this Article Four, the
         restrictions set forth herein are fair and reasonable and are
         reasonably required for the protection of the interests of Xstream, its
         officers, directors and other employees; consequently, in the event
         that any of the above-described restrictions shall be held
         unenforceable by any court of competent jurisdiction, the Employee
         hereby covenants, agrees and directs such court to substitute a
         reasonable judicially enforceable limitation in place of any limitation
         deemed unenforceable and, the Employee hereby covenants and agrees that
         if so modified, the covenants contained in this Article Four shall be
         as fully enforceable as if they had been set forth herein directly by
         the Parties.

(b)      In determining the nature of this limitation, the Employee hereby
         acknowledges, covenants and agrees that it is the intent of the Parties
         that a court adjudicating a dispute arising hereunder recognize that
         the Parties desire that these covenants not to circumvent, disclose or
         compete be imposed and maintained to the greatest extent possible.

4.5      UNAUTHORIZED ACTS

         The Employee hereby covenants and agrees not do any act or incur any
obligation on behalf of Xstream except as authorized by its board of directors
or by its stockholders pursuant to duly adopted stockholder action or reasonably
inferred therefrom.



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4.6      COVENANT NOT TO DISPARAGE

         The Employee hereby irrevocably covenants and agrees that during the
term of this Agreement and after its termination, he will refrain from making
any remarks that could be construed by anyone, under any circumstances, as
disparaging, directly or indirectly, specifically, through innuendo or by
inference, whether or not true, about Xstream, its constituent members, or their
officers, directors, stockholders, employees, agent or affiliates, whether
related to the business of Xstream, to other business or financial matters or to
personal matters.

                                  ARTICLE FIVE
                                  MISCELLANEOUS

5.1      NOTICES

(a)  (1) All notices, demands or other communications hereunder shall be in
         writing, and unless otherwise provided, shall be deemed to have been
         duly given on the first business day after mailing by registered or
         certified mail, return receipt requested, postage prepaid, addressed as
         follows:

                                To the Employee:

                                  STEVE HAGLUND

                          ----------------------------

                          -----------------------------

                                   To Xstream:

                          XSTREAM BEVERAGE GROUP, INC.
                            805 East Hillsboro Blvd.
                                  Second Floor
                         Deerfield Beach, Florida 33441


    (2)  Copies of notices will also be provided to such other address or to
         such other person as any Party shall designate to the other for such
         purpose in the manner hereinafter set forth.


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5.2      AMENDMENT

(a)      No modification, waiver, amendment, discharge or change of this
         Agreement shall be valid unless the same is in writing and signed by
         the Party against which the enforcement of said modification, waiver,
         amendment, discharge or change is sought.

(b)      This Agreement may not be modified without the consent of a majority in
         interest of Xstream's Board of Directors. .

5.3      MERGER

(a)      This instrument contains all of the understandings and agreements of
         the Parties with respect to the subject matter discussed herein.

(b)      All prior agreements whether written or oral, are merged herein and
         shall be of no force or effect.

5.4      SURVIVAL

         The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been made or may be made by or on
behalf of any Party.

5.5      SEVERABILITY

         If any provision or any portion of any provision of this Agreement, or
the application of such provision or any portion thereof to any person or
circumstance shall be held invalid or unenforceable, the remaining portions of
such provision and the remaining provisions of this Agreement or the application
of such provision or portion of such provision as is held invalid or
unenforceable to persons or circumstances other than those to which it is held
invalid or unenforceable, shall not be effected thereby.

5.6      GOVERNING LAW AND VENUE

         This Agreement shall be construed in accordance with the laws of the
State of Florida but any proceeding arising between the Parties in any matter
pertaining or related to this Agreement shall, to the extent permitted by law,
be held in Broward County, Florida.

5.7      LITIGATION

(a)      In any action between the Parties to enforce any of the terms of this
         Agreement or any other matter arising from this Agreement, the
         prevailing Party shall be entitled to recover its costs and expenses,
         including reasonable attorneys' fees up to and including all
         negotiations, trials



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         and appeals, whether or not litigation is initiated.

(b)      In the event of any dispute arising under this Agreement, or the
         negotiation thereof or inducements to enter into the Agreement, the
         dispute shall, at the request of any Party, be ex clusively resolved
         through the following procedures:

         (1)      (A)      First, the issue shall be submitted to mediation
                           before a mediation service in Broward County,
                           Florida.

                  (B)      The mediation efforts shall be concluded within ten
                           business days after their initiation unless the
                           Parties unanimously agree to an extended mediation
                           period.

         (2)      In the event that mediation does not lead to a resolution of
                  the dispute then at the request of any Party, the Parties
                  shall submit the dispute to binding arbitration before an
                  arbitration service located in Broward County, Florida.

         (3)      (A)      Expenses of mediation shall be borne by Xstream,
                           if successful.

                  (B)      Expenses of mediation, if unsuccessful and of
                           arbitration shall be borne by the Party or Parties
                           against whom the arbitration decision is rendered.

                  (C)      If the terms of the arbitration award does not
                           establish a prevailing Party, then the expenses of
                           unsuccessful mediation and arbitration shall be borne
                           equally by the Parties.

5.8      BENEFIT OF AGREEMENT

(a)      This Agreement may not be assigned by the Employee without the prior
         written consent of Xstream.

(b)      Subject to the restrictions on transferability and assignment contained
         herein, the terms and provisions of this Agreement shall be binding
         upon and inure to the benefit of the Parties, their successors,
         assigns, personal representative, estate, heirs and legatees.

5.9      CAPTIONS

         The captions in this Agreement are for convenience and reference only
and in no way define, describe, extend or limit the scope of this Agreement or
the intent of any provisions hereof.

5.10     NUMBER AND GENDER

         All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine,

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neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.

5.11     FURTHER ASSURANCES

         The Parties hereby agree to do, execute, acknowledge and deliver or
cause to be done, executed or acknowledged or delivered and to perform all such
acts and deliver all such deeds, assignments, transfers, conveyances, powers of
attorney, assurances, recipes, records and other documents, as may, from time to
time, be required herein to effect the intent and purposes of this Agreement.

5.12     STATUS

         Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, agency, or lessor-lessee relationship; but, rather,
the relationship established hereby is that of employer-employee in Xstream.

5.13     COUNTERPARTS

(a)      This Agreement may be executed in any number of counterparts.

(b)      Execution by exchange of facsimile transmission shall be deemed legally
         sufficient to bind the signatory; however, the Parties shall, for
         aesthetic purposes, prepare a fully executed original version of this
         Agreement, which shall be the document filed with the Securities and
         Exchange Commission.


         In Witness Whereof, the Parties have executed this Agreement, effective
as of the last date set forth below.

Signed, Sealed & Delivered
         In Our Presence

                                                   THE EMPLOYEE

/s/ Edward Arioli                                       /s/ Steve A. Haglund
--------------------------                              ------------------------
    Edward Arioli                                           STEVE A. HAGLUND
Dated: February 1, 2002



               Please Initial: Xstream : ____ The Employee: ___
     ======================================================================



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XSTREAM BEVERAGE  GROUP, INC.
 A NEVADA CORPORATION.

/s/ Edward Arioli
__________________________                 By: /s/ Theodore Farnsworth
                                               --------------------------------
                                                   Theodore Farnsworth,Chairman
(CORPORATE SEAL)
                                           Attest: ________________________


Dated: February 1, 2002






               Please Initial: Xstream : ____ The Employee: ___
     ======================================================================


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