LICENSE AGREEMENT


     THIS LICENSE AGREEMENT made and entered this 1st day of December, 1998, by
and between X-TREEM PRODUCTS CORPORATION, a Delaware corporation whose address
is 100 Plaza Drive, Second Floor, Secaucus, New Jersey 07094 (hereinafter, the
"Company") and PERRY'S MAJESTIC BEER, INC., a Delaware corporation whose address
is 38 West 32nd Street, Suite 801, New York, New York 10001 (hereinafter, the
"Licensee").

                                 R E C I T A L S

     A. The Company desires to grant to the Licensee the exclusive right and
license to use the Names and Marks (as defined below), including but not limited
to the right and license to manufacture and sell those beverages described on
Schedule "A" attached hereto (the "Products"), and to grant an option to
purchase the Names and Marks; and

     B. The Company has the right to grant to the Licensee the right and license
to use the Names and Marks, including but not limited to the right and license
to manufacture and sell the Products, and to grant to the Licensee an option to
purchase the Names and Marks.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties, the parties
covenant and agree as follows:

     1. Definitions.

          1.1 Where used herein or in any schedule or amendments hereto, the
     term "Names and Marks" shall mean the Company's general intangibles of any
     kind or nature whatsoever related to the mark "McCoy's" and the formulae,
     label and bottle designs and other packaging, and research and development
     related thereto, including but not limited to any and all names, insignias,
     labels, logos, commercial symbols, slogans and other identification
     schemes, patents, patent applications, copyrights, trademarks, service
     marks, trade names, trade secrets, customer or supplier lists, manuals,
     operating instructions, permits and franchises and/or applications that may
     be controlled from time to time by the Company for use in association with
     mark "McCoy's" and/or the Products, including but not limited to those
     listed on Schedule "B" attached hereto.

<PAGE>


     2. Grant of License and Option.

          2.1 Subject to the terms and conditions set forth in this Agreement,
     the Company hereby grants to the Licensee and the Licensee hereby accepts
     from the Company, the right and license (the "License") to use the Names
     and Marks, including but not limited to the right to manufacture and sell
     the Products (the "Rights"). The Licensee agrees to diligently exercise the
     License granted hereunder subject to the terms and conditions of this
     Agreement.

          2.2 The Licensee shall not, without the Company's written consent, use
     or otherwise employ the Names and Marks except in accordance with the terms
     and conditions of this Agreement, nor use, otherwise employ or permit the
     use or employment of any other trade mark, trade name, service mark or
     commercial symbol in connection with the Products.

          2.3 Subject to the terms and conditions of this Agreement, the Company
     hereby grants to the Licensee the option to purchase the Rights (the
     "Option"). This Option may be exercised at any time or times during normal
     business hours prior to the close of business on December 31, 2001, unless
     the term is extended in writing by mutual agreement of the parties hereto.
     The Option may be exercised by the Licensee by (a) delivery of a written
     notice to the Company of the Licensee's election to exercise the Option and
     (b) (i) payment of the Licensee to the Company of the sum of $300,000 (the
     "Option Price") in cash or by certified or official bank check or wire
     transfer of funds or (ii) delivery of a promissory note in the original
     principal amount of the Option Price and payable in full on or before
     December 31, 2001. This Agreement shall terminate upon exercise by the
     Licensee of the Option and satisfaction of the payment terms set forth
     hereunder in 2.3(i) or 2.3(ii).

          2.4 In consideration for the License and Option being granted to the
     Licensee herein, the Licensee shall, simultaneously with the execution
     hereof, deliver to the Company a promissory note in the form of Schedule
     "C" attached hereto (the "Promissory Note").

          2.5 During the term of this Agreement, the Licensee shall pay to the
     Company royalties of five percent (5%) of Net Sales (hereinafter defined)
     of McCoy's beverages, which royalties shall be payable on the last day of
     the month following the month in which such sales occurred. For purposes
     hereof, "Net Sales" shall mean the gross invoice price of the McCoy's
     beverages, less the total of (a) trade discounts, (b) sales, excise, use
     and other similar taxes actually paid or deducted and related to the sale,
     (c) credits given to customers for rejects or returns of the product or the
     value of any returns, and (d) freight costs.

          2.6 The Company shall not grant a license to any other person or
     entity to use the Names and Marks during the term of this Agreement.

<PAGE>


          2.7 The Company shall make its best efforts to ensure that the
     distributors which are distributing the Products on behalf of the Company
     as of the date of this Agreement shall continue to distribute the Products
     after the grant of the License by the Company to the Licensee herein.

          2.8 In order to secure the Rights with respect to which the License
     and Option are granted herein, the Company shall deliver to the Licensee
     simultaneously with the execution hereof a Security Agreement in the form
     of Schedule "D" attached hereto granting to the Licensee, subject to the
     terms and conditions thereof, a security interest in the Names and Marks.

     3. Term.

          3.1 This Agreement shall commence on the date first above written and
     shall remain in effect, subject to termination as provided herein, for an
     initial term beginning on the date first above written and continuing until
     December 31, 2001 (herein the "Term").

          3.2 This Agreement may be terminated in accordance with the provisions
     of Section 9 hereof or by the exercise by the Licensee of the Option.

     4. Representations, Warranties and Covenants of the Company.

          4.1 The Company represents and warrants to the Licensee that the
     Company has the full power and authority to enter into this Agreement and
     to grant to the Licensee the License and the Option and has no agreements
     or contractual obligations with any other party which would conflict with
     this Agreement.

     5. Representations, Warranties, Duties and Obligations of the Licensee.

          5.1 The Licensee represents and warrants to the Company that the
     Licensee has the full power and authority to enter into this Agreement and
     to fulfill the duties and obligations it has undertaken pursuant to this
     Agreement and that it has no agreements or contractual obligations with any
     other party which would conflict with this Agreement.

          5.2 The Licensee agrees to manufacture the Products in accordance with
     the standards provided by the Company. The Licensee agrees to conduct its
     business in compliance with all material applicable laws and regulations,
     including but not limited to complying with regulatory standards for the
     manufacture, storage and handling of the Products and other products
     bearing the Names and Marks.

          5.3 The Licensee shall not make or permit any representation
     concerning the Company, the Products, or the Names and Marks other than the
     representations, if any, which are contained in approved documentation
     supplied by the

<PAGE>


     Company to the Licensee for such purpose. All marketing, advertising and
     sales promotional material are subject to the approval of the Company, such
     approval to be provided by the Company within a reasonable time after
     submission of marketing, advertising and sales promotional materials to the
     Company by the Licensee for approval.

          5.4 The Licensee acknowledges the Company's exclusive ownership of the
     Names and Marks used in connection with the Products and agrees to take no
     action that would prejudice or interfere with such validity or ownership
     and further agrees not to apply for and/or assist any other person or
     entity applying for copyright and trademark rights relating to the Names
     and Marks or designs, unless and until the Licensee exercises its right to
     purchase the Rights pursuant to the Option.

          5.5 The Licensee shall refrain from committing any act or pursuing any
     course of conduct which tends to bring the Company, the Names and Marks or
     the Products into disrepute.

     6. Indemnification Obligations of Parties.

          6.1 The Company agrees and shall defend, indemnify and hold harmless
     the Licensee, its affiliates, partners, officers, directors, shareholders,
     employees, agents and assigns from and against any and all damages, claims,
     losses, liabilities, costs and expenses, including without limitation,
     reasonable attorneys' fees (herein "Losses") (except to the extent any such
     Losses are caused by or arise from the Licensee's gross negligence or
     willful misconduct) resulting from, arising out of, or by reason of (a) the
     Company's breach of any of its representations or warranties hereunder or
     the default or breach of any of its material obligations hereunder or (b)
     the Licensee's use of the Names and Marks provided such use is in
     compliance with the provisions of this Agreement.

          6.2 The Licensee agrees and shall defend, indemnify and hold harmless
     the Company, its affiliates, partners, officers, directors, shareholders,
     employees, agents and assigns from and against any and all Losses (except
     to the extent any such Losses are caused by or arise from the Company's
     gross negligence or willful misconduct) resulting from, arising out of, or
     by reason of (a) the Licensee's breach of any of its representations or
     warranties hereunder or the default or breach of any of its material
     obligations hereunder, (b) any act, omission or negligence of the Licensee
     or its employees, agents or contractors in connection with its or their
     performance hereunder, or (c) the manufacture, distribution and sale by the
     Licensee of the Products.

<PAGE>


     7. Names and Marks.

          7.1 The Licensee acknowledges that the Company has control of the
     Names and Marks and that, furthermore, neither this Agreement nor the
     operation of the Licensee's business shall in any way give or be deemed to
     give the Licensee any interest in the Names and Marks except for the right
     to use the Names and Marks in accordance with the terms and conditions of
     this Agreement, unless and until the Licensee shall exercise the Option
     provided for hereunder (including making all payments due in connection
     therewith). The Licensee shall not use the Names and Marks or any
     contraction, variation or abbreviation thereof in any manner calculated to
     represent that it is the owner of the Names and Marks. Unless and until the
     Licensee exercises its right to purchase the Rights pursuant to the Option,
     neither during the Term of this Agreement nor at any time after termination
     hereof shall the Licensee, whether directly or indirectly, dispute or
     contest the validity or enforceability of the Names and Marks, attempt any
     registration thereof anywhere in the world, or attempt to dilute the value
     of any goodwill attaching to the Names and Marks. Any goodwill associated
     with the Names and Marks shall inure exclusively to the benefit of the
     Company.

          7.2 Without limiting the generality of the foregoing provisions, the
     Licensee agrees that the Licensee will not use the Names and Marks or any
     variation thereof as part of its corporate, firm or business name or for
     any other purpose save and except in accordance with the terms and
     condition of this Agreement or as may otherwise be specifically authorized
     by the Company in writing.

          7.3 No right, title or interest in the Names and Marks is transferred
     to the Licensee except the right to use them in the manner and subject to
     the terms and conditions set forth in this Agreement, unless and until the
     Licensee exercises its right to purchase the Rights pursuant to the Option.

          7.4 The Licensee will not take any action which might invalidate the
     Names and Marks or impair any rights of the Company. Moreover, the Licensee
     will not use the Names and Marks in any manner which might endanger the
     validity of the Names and Marks or of the registration thereof. The
     Licensee shall use the Names and Marks only in style as registered or, if
     not registered, as prescribed by the Company.

          7.5 In the event that the Licensee learns of any infringement or
     threatened infringement or piracy of any of the Names and Marks or any
     actual or intended passing-off by a third party, or that any third party
     alleges or claims or intends to allege or claim that any of the Names and
     Marks are liable to cause deception or confusion to the public or that any
     third party alleges or claims or intends to allege or claim that any of the
     Names and Marks infringe on its names and marks in any manner, the Licensee
     shall forthwith give notice thereof to the Company together with all such
     information with respect thereof as it may from time to time obtain. The
     parties undertake and agree to consult with each other with respect to how
     to respond to each infringement or violation. However, only the Company
     shall, in its absolute discretion, institute proceedings or defend
     proceedings as it shall deem advisable and the Licensee shall not, under
     any circumstances whatsoever, institute any legal proceedings relating to
     the Names and Marks without first obtaining the prior written consent of
     the Company. In the event the Company undertakes the defense or prosecution
     of any such legal proceedings, the Licensee agrees to execute any and all
     documents and do such acts and things as may, in the opinion of counsel for
     the Company, be necessary to carry out such defense or prosecution,
     provided the Company shall reimburse the Licensee for all of its costs and
     expenses related to such defense or prosecution.

<PAGE>


     8. Non-Disclosure of Confidential Information.

          8.1 The Licensee hereby acknowledges that any confidential information
     contained herein and any other confidential information, whether oral or
     written, which is disclosed to the Licensee by the Company pursuant to this
     Agreement or otherwise has been disclosed to the Licensee in the strictest
     confidence and, accordingly, the Licensee hereby covenants and agrees that
     the Licensee will not, except in accordance with and as contemplated by
     this Agreement, either during the Term of this Agreement or at any time
     thereafter, make use of or disclose any information with respect to the
     Products, the Names and Marks or the business of the Company that it may
     obtain from the Company pursuant to this Agreement, nor will the Licensee,
     for its own purpose, or any other purpose whatsoever, disclose to anyone
     any information or knowledge the Licensee may acquire with respect to the
     Company's affairs.

          8.2 The Company hereby acknowledges that any confidential information
     disclosed to the Company by the Licensee in connection with this Agreement
     or otherwise, has been disclosed to the Company in the strictest confidence
     and, accordingly, the Company hereby covenants and agrees that the Company
     will not unless otherwise permitted in accordance with the provisions of
     this Agreement, either during the Term of this Agreement or at any time
     thereafter, make use of or disclose any information with respect to the
     business of the Licensee or otherwise that it may obtain from the Licensee
     pursuant to this Agreement, nor will the Company, for its own purpose or
     any other purpose whatsoever, disclose to anyone any information or
     knowledge the Company may acquire with respect to the Licensee's affairs.

          8.3 The foregoing provisions of this Section 8 shall not apply to any
     information which is in the public domain, or which is acquired by a party
     from any third party who is not under a confidentiality agreement with a
     party hereto, or except as may be required to be disclosed under applicable
     law or pursuant to court order, or unless otherwise permitted in writing by
     the other party.

<PAGE>


     9. Termination.

          9.1 Notwithstanding anything contained in this Agreement to the
     contrary, the Company shall have the right to terminate this Agreement and
     License granted to the Licensee hereunder upon the happening of any one or
     more of the following events:

          (a)  if the Licensee exercises its Put/Call rights provided for in the
               letter agreement between the Company and the Licensee dated
               October 22, 1998 (the "Letter Agreement"), pursuant to which the
               Licensee has the right to purchase from the Shareholders, as
               defined in the Letter Agreement, shares of the common stock of
               the Licensee previously purchased by the Shareholders from the
               Licensee pursuant to the Letter Agreement.

          (b)  if the Licensee fails or refuses to pay promptly any amount
               payable under the Promissory Note when and as the same shall
               become due and payable; or

          (c)  if the Licensee becomes insolvent or ceases to carry on business,
               or takes any action to liquidate its assets, or stops making
               payments in the usual course of business, provided that the
               foregoing shall not be construed so as to prohibit a bona fide
               reorganization of the Licensee; or

          (d)  if the Licensee makes an assignment for the benefit of creditors,
               or a petition for bankruptcy is filed against and consented to by
               the Licensee, and such petition is not dismissed within ninety
               (90) days, or the Licensee is adjudicated bankrupt; or

          (e)  if a receiver or any other person with like powers shall be
               appointed to take charge of and liquidate the Licensee's
               business, property or assets; or

          (f)  if the Licensee should fail to comply with any other material
               requirement or obligation imposed upon the Licensee by this
               Agreement and such default shall not be cured within thirty (30)
               days after receipt of written notice to cure from the Company, or
               if the Licensee does not take and diligently pursue reasonable
               steps to cure such default if such default is of such a nature
               that a period of more than thirty (30) days is required for cure.

<PAGE>


          9.2 Notwithstanding anything contained in this Agreement to the
     contrary, the Licensee shall have the right to terminate this Agreement
     upon the happening of any one or more of the following events:

          (a)  if the Company becomes insolvent or ceases to carry on business,
               or takes any action to liquidate its assets, or stops making
               payments in the usual course of business, provided that the
               foregoing shall not be construed so as to prohibit a bona fide
               reorganization of the Company; or

          (b)  if the Company makes an assignment for the benefit of creditors,
               or a petition for bankruptcy is filed against and consented to by
               the Company, and such petition is not dismissed within ninety
               (90) days, or the Company is adjudicated bankrupt; or

          (c)  if a receiver or any other person with like powers shall be
               appointed to take charge of and liquidate the Company's business,
               property or assets; or

          (d)  if the Company should fail to comply with any other material
               requirement or obligation imposed upon the Company by this
               Agreement and such default shall not be cured within thirty (30)
               days after receipt of written notice to cure from the Licensee,
               or if the Company does not take and diligently pursue reasonable
               steps to cure such default if such default is of such a nature
               that a period of more than thirty (30) days is required for cure.

     10. Effect of Termination.

          10.1 Upon the termination of this Agreement by the Company in
     accordance with the provisions of Section 9 or at the end of the Term:

          (a)  all rights of the Licensee under this Agreement shall cease
               forthwith and thereafter the Licensee shall cease conducting the
               manufacture and selling of the Products and shall cease using the
               Names and Marks for any purposes whatsoever; and

          (b)  the Licensee shall forthwith deliver up to the Company all forms,
               procedures, documents and information provided to the Licensee
               pursuant to this Agreement.

          10.2 In addition to the provisions of subparagraph 10.1(b) hereof,
     upon termination by the

<PAGE>


     Company of this Agreement other than by the exercise by the Licensee of the
     Option, the Licensee shall forthwith furnish the Company with an itemized
     list of all quantities of unsold and unused Products, copyright design,
     marketing, advertising, and sales promotion materials designed to promote
     the sale of the Products and other property and material bearing the Names
     and Marks located on the Licensee's premises or under the Licensee's
     control. The Company shall be permitted by the Licensee to make an
     inspection of these materials. The Company shall have the option to
     purchase all of the said materials which are in a usable condition at the
     Licensee's laid in cost for such materials (the Licensee's actual cost paid
     for such materials, including without limitation applicable taxes, freight
     costs and storage charges), and the Licensee shall be obligated to deliver
     to the Company at the Licensee's premises all such materials purchased by
     the Company.

          10.3 Notwithstanding the termination of this Agreement for any reason
     whatsoever, all covenants and agreements to be performed and/or observed by
     the Licensee or the Company after termination of this Agreement including,
     without limitation, those set out in Sections 6, 7 and 8 hereof shall
     survive any such termination.

          10.4 The right of the Company or the Licensee to terminate this
     Agreement in accordance with the provisions hereof shall not be an
     exclusive remedy and the terminating party shall be entitled, alternatively
     or cumulatively, to damages arising out of any breach of this Agreement or
     to any other remedy (including any equitable remedy) available under
     applicable law.

     11. Sale, Assignment and Transfer.

          11.1 This Agreement shall inure to the benefit of the successors and
     assigns of the Company. The Company shall have the right to assign its
     rights under this Agreement to any person, firm, association or
     corporation, provided that such transferee shall agree in writing to assume
     all obligations undertaken by the Company herein and upon such assignment
     and assumption, the Company shall be under no further obligation hereunder.

          11.2 The Licensee understands and acknowledges that the rights and
     obligations created by this Agreement are personal to the Licensee, and
     that the Company has granted such rights to the Licensee in reliance on the
     character, skill, aptitude, as well as the business, legal and financial
     capacity of the Licensee and its management. Except as is hereinafter set
     forth in this paragraph, the Licensee shall not, without the Company's
     prior written consent, directly or indirectly, sell, assign, transfer,
     convey, pledge, mortgage, charge, grant any security interest or otherwise
     encumber any interest in this Agreement or in the right and license to use
     the Products or the Names and Marks. Notwithstanding anything to the
     contrary in this paragraph 11.2, the foregoing provisions shall not apply
     to a transfer of stock between the owners of the Licensee as of the date of
     this Agreement.

<PAGE>


     12. General Provisions.

          12.1 Except for the obligations of the Licensee to make payments due
     to the Company, neither the Company nor the Licensee shall be held liable
     for the failure of either to comply with the terms of this Agreement if
     such failure is caused by fire, strike, labor boycotts, war, riots,
     insurrections, government restrictions, acts of God, shortages or
     unavailability of materials or other causes beyond such party's reasonable
     control and without its fault and not related to the economic or financial
     condition of such party.

          12.2 If for any reason whatsoever, any term or condition of this
     Agreement or the application thereof to any party or circumstance shall to
     any extent be invalid or unenforceable, all other terms and conditions of
     this Agreement and/or the application of such terms and conditions to
     parties or circumstances other than those as to which it is held invalid or
     unenforceable shall not be affected thereby, and each term and condition of
     this Agreement shall be separately valid and enforceable to the fullest
     extent permitted by law.

          12.3 All notices, consents, approvals, statements, authorizations,
     documents or other communications required or permitted to be given
     hereunder shall be in writing, and shall be delivered personally or mailed
     certified mail, return receipt requested, postage prepaid, to the said
     parties at their respective addresses set forth on the first page hereof,
     or at such other address or addresses as the party may designate by notice
     in writing to the other party hereto as provided herein. Any notices,
     consents, approvals, statements, authorizations, documents or other
     communications, if delivered personally or by certified mail, shall be
     deemed to have been given on the day of delivery, if a business day, or, if
     not a business day, on the business day next following the day of delivery.

          12.4 The headings and numbers of Sections and Paragraphs appearing in
     this Agreement or any schedules annexed hereto are inserted for convenience
     of reference only and shall not in any way affect the construction or
     intent of this Agreement.

          12.5 This Agreement shall be governed and construed in accordance with
     the laws of the State of Delaware.

          12.6 The waiver by the Company or the Licensee, as the case may be, of
     a breach of any term or condition contained in this Agreement shall not be
     deemed to be a waiver of any subsequent breach of the same or of any other
     term or condition herein contained. The subsequent acceptance by the
     Company of any amount payable hereunder by the Licensee shall not be deemed
     to be a waiver of any preceding breach of any term or condition of this
     Agreement, other than the failure to pay the particular amount so accepted,
     regardless of the Company's knowledge of such preceding breach at the time
     of acceptance of such amount. No term or condition of this Agreement shall
     be deemed to have been waived by the Company or the Licensee unless such
     waiver shall be in writing.

<PAGE>


          12.7 Each of the parties hereto hereby covenants and agrees to execute
     and deliver such further and other agreements or documents and to cause to
     be done and performed any further and other acts and things as may be
     necessary or desirable in order to give full effect to this Agreement.

          12.8 This Agreement and the schedules attached hereto constitute the
     entire, full and complete agreement between the Company and the Licensee
     concerning the subject matter hereof and supersede all prior agreements. No
     amendment, change or variance from this Agreement shall be binding on
     either party unless executed in writing.

          12.9 The recitals shall form an integral part of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written but on the dates shown below.

The Company:

X-TREEM PRODUCTS CORPORATION,
a Delaware Corporation


By:   /s/ James B. Hovis
      ---------------------
Its    President
Dated: December 1, 1998

The Licensee:

PERRY'S MAJESTIC BEER, INC.
a Delaware Corporation


By:    /s/ Robert J. Sipper
      ----------------------
Its    President
Dated: December 1, 1998

<PAGE>


                                  SCHEDULE "A"

                                    PRODUCTS

     All beverages bearing the trade name "McCoy's," including but not limited
to lemonades, fruit drinks, and ready-to-drink iced teas.







/s/ James B. Hovis                                   /s/ Robert J. Sipper
------------------                                   --------------------
Company                                              Licensee

<PAGE>


                                  SCHEDULE "B"

                                 NAMES AND MARKS

          1)   McCoy's (ser. no. 75/316,497)




/s/ James B. Hovis                                   /s/ Robert J. Sipper
------------------                                   --------------------
Company                                              Licensee

<PAGE>


                                  SCHEDULE "C"


                                 PROMISSORY NOTE





/s/ James B. Hovis                                  /s/ Robert J. Sipper
------------------                                  --------------------
Company                                             Licensee

<PAGE>


                                  SCHEDULE "D"


                               SECURITY AGREEMENT






/s/ James B. Hovis                                   /s/ Robert J. Sipper
------------------                                   --------------------
Company                                              Licensee