AGREEMENT
  DATED
        AS
        OF: June 1, 2006
  The
        PARTIES to this Agreement are as follows:
  1.
              D.T.
                  Drinks, LLC., a New York Limited Liability Company, (“Client”) 372 Danbury
                  Rd., Suite 163, Wilton CT 06897
  2.
              PRODUCTION
                  FINANCE INTERNATIONAL, LLC. a Washington Limited Liability Company
                  (“PFI”)
                  801 West Riverside, Suite 444 Spokane, Washington
                  99201
  The
        TERMS
        of this Agreement are as follows:
  RECITALS
  I.
        CLIENT
        has entered into or anticipates entering into contracts (hereinafter
“Contracts”) with various suppliers (hereinafter “Suppliers”) and customers
        (hereinafter “Customers”) under which CLIENT has agreed, among other things, to
        purchase from Suppliers and furnish to Customers certain products.
  II.
        CLIENT is in the business of importing and / or exporting, and distributing
        Beverages and has requested PFI, and PFI has agreed, subject to the terms
        and
        conditions of this Agreement, to provide certain purchasing arrangements
        with
        respect to Beverages specifically identified per Addenda to this Agreement
        (hereinafter “Products”) to be provided under the Contracts.
  NOW
        THEREFORE, the parties agree as follows:
  1.
        No
        commitment: Notwithstanding any other provisions of this Agreement, this
        Agreement does not commit CLIENT or PFI to participate in any transactions
        other
        than those specifically agreed upon from time to time as evidenced by signed
        Addenda to this Agreement.
  2.
        Amount: PFI’s aggregate participation with CLIENT in transactions shall not
        exceed $1,500,000 at any one time.
  3.
        Affirmations: As a pre-condition to PFI assisting with transactions under
        this
        Agreement, CLIENT shall have credit facilities available, acceptable to PFI,
        to
        support CLIENT’s working capital requirements. CLIENT hereby represents and
        affirms that CLIENT is financially solvent, and in good standing with all
        creditors and is in compliance with all covenants of lending agreements.
        CLIENT
        shall immediately inform PFI of any financial insolvency or out-of-compliance
        situation with creditors. CLIENT grants to PFI the right to confirm all CLIENT
        financing arrangements directly with the financing entities
        involved.
  4.
        Presale of Products: CLIENT shall have pre-sold the Products to Customers
        in
        amounts, and on credit and delivery terms, acceptable to PFI. CLIENT shall
        provide to PFI for review and approval, as applicable, copies of letters
        of
        credit, purchase orders, and sales contracts from Customers, as well as
        outstanding order reports summarizing such orders and contracts with respect
        to
        Products for which PFI anticipates providing purchase order assistance
        (hereinafter “Customer Purchase Orders”). PFI shall have the right to confirm
        all sales arrangements directly with Customers. Although it is not expected
        that
        such shall be necessary, CLIENT shall furnish to PFI, upon PFI’s request, credit
        information sufficient in PFI’s opinion, for PFI to credit approve CLIENT’s
        Customers. Should such not be available to PFI’s satisfaction, CLIENT authorizes
        PFI to select and use a credit research and consulting company (“Credit
        Consultant”) to pre-qualify CLIENT’s Customers. All expenses associated with
        such Credit Consultant shall become a part of PFI’s Costs as defined herein.
        CLIENT hereby agrees to hold harmless and releases PFI from any and all
        liability for Customer credit losses regardless of any use or non-use of
        such
        Credit Consultant.
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  5.
        Products: CLIENT shall provide to PFI copies of purchase orders to, and order
        confirmations from, Suppliers of Products associated with this Agreement.
        CLIENT
        warrants and represents to PFI that Products delivered from Suppliers shall
        conform in every respect, including but not limited to quantity, quality,
        style,
        and packaging, with existing Customer Purchase Orders, and additionally,
        any
        further specifications as have been or may be required by CLIENT or CLIENT’s
        Customers. CLIENT grants to PFI the right to confirm all purchase arrangements
        directly with Suppliers.
  6.
        Bill
        of Sale: Upon review and acceptance of the above, and other requirements
        per
        Addendum by PFI, CLIENT shall present to PFI a bill of sale (hereinafter
“Bill
        of Sale”) which sells, assigns, and transfers to PFI the Products and all of
        CLIENT’s purchase and sales documentation related thereto, together with a
        non-exclusive right to, license for, and right to sublicense, any trademarks,
        tradenames, and service marks used or useful, directly or indirectly, with
        respect to, or inherent in, such Products covered by Addenda to this Agreement
        (collectively “PFI Assets”). PFI Assets shall thereafter be exclusively owned by
        PFI, and CLIENT hereby acknowledges PFI’s exclusive ownership regardless of
        whose name appears on documents. Only upon PFI’s acceptance of the Bill of Sale,
        shall PFI agree to proceed with a PFI transaction; For an import transaction,
        PFI shall arrange to have import letters of credit issued (or other payment
        arrangements) in favor of Suppliers showing PFI as Applicant; For an export
        transaction, PFI shall arrange to make payment to the supplier of Products.
        CLIENT hereby grants to PFI the full right and authority to take any action,
        which in PFI’s sole discretion, PFI believes to be reasonably necessary to
        protect PFI’s interests. This shall include full right and authority to resolve
        any questions of non-compliance of documents and to give any instructions
        as to
        acceptance or rejection of any documents or Products, all without any notice
        to,
        or any consent from CLIENT.
  7.
        Currency: In the event the payment to Suppliers and /or letters of credit
        issued
        to Suppliers are in currencies other than United States dollars CLIENT shall
        arrange forward foreign exchange currency contracts, acceptable to PFI, to
        hedge
        against foreign currency fluctuations.
  8.
        Security Interest: CLIENT hereby grants to PFI a security interest in all
        of the
        following CLIENT assets (hereinafter “Collateral”):
  All
        assets, including all inventory, accounts, accounts receivable, chattel paper,
        documents, instruments, contract rights, insurance proceeds, trademarks,
        tradenames and other general intangibles, furniture, fixtures, equipment,
        and
        all proceeds thereof, now owned and hereafter acquired.
  CLIENT
        shall execute a formal Security Agreement and New York Uniform Commercial
        Code
        Financing Statement for the benefit of PFI. In addition, CLIENT shall arrange
        for the benefit of PFI for the corporate guaranties of Drinks Americas, Inc.
        and
        the personal guaranties of J. Patrick Kenny, Fabio Berkowicz, Jason Lazo.
        Except
        for the security interest granted to PFI herein, CLIENT shall not, without
        PFI’s
        prior written consent, grant any other security interest in any of the
        Collateral to any other party. Prior to PFI assisting CLIENT with any
        transactions under this Agreement, CLIENT shall arrange for the benefit of
        PFI
        general subordination agreements and transaction-specific subordinations
        with
        Business Alliance Capital Company, all in a form acceptable to PFI.
  9.
        Importer / Exporter of Record: For import transactions (where Products are
        imported into the US), CLIENT shall be the importer of record and Products
        shall
        be cleared through CLIENT’s U.S. Customs bond. CLIENT shall arrange with all
        customs house brokers to have the Products cleared through U.S. Customs,
        and
        thereafter held in trust for, and under the exclusive control of PFI. All
        customs house brokers must be approved in advance by PFI. For export
        transactions (where Products sourced in the US or other countries are sold
        to
        foreign buyers), CLIENT shall be the exporter of record and shall arrange
        for
        the supply of Products, their inland shipment and their export shipment through
        CLIENT’s freight forwarder, subject to PFI’s prior approval of such forwarder.
        PFI shall have the right to negotiate revisions to any payment arrangements
        directly with any supplier of Products and to control any shipment of the
        Products should PFI elect to exercise such rights. CLIENT and PFI shall jointly
        execute a letter to PFI’s freight forwarder advising such forwarder of PFI’s
        interest in the Products and instructing the forwarder to follow any
        instructions PFI might give concerning Products or related shipping documents;
        PFI shall have the right to give any such instructions directly to any
        forwarders or carriers and to confirm any related matters directly with any
        forwarders or carriers. For each letter of credit in CLIENT’S favor concerning
        Products, CLIENT shall execute an “authorization to pay proceeds of letter of
        credit” (also commonly referred to as “assignment of proceeds”) to the bank
        where such letter of credit is payable, in a manner acceptable to such bank
        and
        in the full amount of the letter of credit. If requested by PFI, CLIENT shall
        execute a letter to any bank where a letter of credit covering any Products
        is
        payable, advising such bank that PFI is CLIENT’s agent for matters concerning
        the letter of credit and requesting such bank to act according to PFI’s
        instructions concerning such letter of credit or any documents presented
        under
        it.
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  10.
        Third
        Party Warehousing: If third-party warehousing of the Products is necessary,
        CLIENT shall arrange to have the Products received and held in trust for
        PFI in
        warehouse facilities which have been approved in advance by PFI. Such Products
        shall be stored there in PFI’s name and under PFI’s exclusive control. CLIENT
        shall arrange for PFI personnel to have unlimited access to the warehouse
        facilities and to the Products at all times during regular warehouse working
        hours. CLIENT hereby recognizes and agrees that PFI shall have sole authority
        to
        release the Products from such warehouse facilities, however, PFI shall not
        unreasonably withhold such release.
  11.
        Client Warehousing: Should Products be delivered to CLIENT’s facility for
        redistribution or storage, CLIENT shall, as applicable, receive, organize
        for
        redistribution, and hold the Products under trust receipts and in trust for
        PFI
        in:
  x
              A
                  field warehouse established by an independent warehouse company
                  acceptable
                  to PFI.
  o
                Secured
                    sections of CLIENT’s facility, leased to and/or under the exclusive
                    control of PFI, where Products shall be separate from and not
                    co-mingled
                    with the property of others, including the property of CLIENT.
  Such
        Products shall be stored there in PFI’s name and under PFI’s exclusive control.
        CLIENT shall arrange for PFI personnel to have unlimited access to such
        facilities and to the Products at all times during regular CLIENT working
        hours.
        CLIENT hereby recognizes and agrees that PFI shall have sole authority to
        release the Products from such warehouse facilities, however, PFI shall not
        unreasonably withhold such release.
  12.
        Freight, Duty, Other: Upon CLIENT’s request per Addendum, or Default, and then
        only at the sole discretion of PFI, PFI may from time to time agree to arrange
        for payments to be made for freight, duty, customs clearance, handling, and
        other charges necessary to have the Products delivered to the warehouses
        or
        Customers, and such payments shall become a component of PFI’s Costs as defined
        herein.
  13.
        Insurance: Ocean/air cargo, storage, and inland transit insurance for the
        Products shall be arranged as needed by CLIENT, and such coverage shall have
        been pre-approved by PFI and shall name PFI as an Additional Assured. CLIENT
        shall provide to PFI copies of such insurance policies evidencing PFI’s
        Additional Assured status. CLIENT guaranties to make declarations as required
        in
        their insurance policies and shall notify PFI immediately of any loss or
        damage
        which might occur. CLIENT agrees to reimburse PFI for any Products lost,
        damaged, or spoiled within 90 days from the occurrence and shall pay PFI
        immediately upon presentation to CLIENT of a PFI invoice. The payment amount
        shall be calculated in accordance with Sections 15(A), 15(B), 15(C), 15(D),
        and
        15(E) below.
  14.
        Product Liability Insurance: At PFI’s discretion, PFI may require Product
        liability insurance coverage in the minimum amount of US $1,000,000 be arranged
        by CLIENT and such policy shall name PFI as Additional Assured. CLIENT shall
        provide to PFI copies of such insurance policy evidencing PFI’s Additional
        Assured status.
  15.
        Client’s Repurchase of Products: Regardless of the status or location of the
        Products, CLIENT hereby agrees to re-purchase and take delivery of the Products
        from PFI, without recourse to PFI for defects, mispackaging, mislabeling,
        damage
        caused in transit or storage, Customer returns, Customer claims, product
        liability, or for any other reason, and shall pay for such Products in
        accordance with the terms stipulated per Addendum to this Agreement. Unless
        otherwise instructed per Addendum to this Agreement, CLIENT shall arrange
        for
        payments to be wire transferred to PFI’s account as follows:
  U.S.
        BANK, NATIONAL ASSOCIATION Spokane Main Branch, Spokane, Washington
 ABA:
        125-000-105
 To
        Benefit: Production Finance International, LLC.
 Account
        Number: 153 5916 87816
  The
        payment amount shall be the sum total of the following:
  A)
              PFI’s
                  costs (hereinafter “PFI’s Costs”) which shall include, but not be limited
                  to, the amounts paid, or to be paid, to Suppliers and agents for
                  Products,
                  freight, warehousing, insurance, handling and bank charges (including
                  all
                  banking fees relating to the issuance, amendment, collection, and
                  negotiation of import letters of credit), if any, paid or incurred
                  by PFI.
 B)
              Interest
                  (hereinafter “Interest”) on the amount of PFI’s Costs from the dates paid
                  by PFI to the dates payments are received by PFI at a per annum
                  rate equal
                  to the Prime Rate plus 5%. For the purpose of this Agreement, “Prime Rate”
                  means the prime rate that the Wall Street Journal from time to
                  times
                  identifies as the “Prime Rate” in its “Money Rates” section, and is not
                  necessarily the lowest rate a bank may offer to any borrower or
                  group of
                  borrowers.
 C)
              Other
                  costs (hereinafter “Other Costs”) which shall include, but not be limited
                  to UCC investigation and filing fees, credit agency fees, reasonable
                  attorney fees related to this Agreement and Addenda thereto, if
                  any, paid
                  or incurred by PFI. D) Commission (hereinafter “Commission”) to PFI on
                  PFI’s Costs in an amount to be agreed by the parties per Addendum.
                  E) PFI
                  Service Fees (hereinafter “Fees”) for special services performed by PFI,
                  which may include but not be limited to, amendments to PFI letters
                  of
                  credit to Suppliers, amendments to PFI Addenda, drawings under
                  Supplier
                  letters of credit, letter of credit drawings on settled Addenda,
                  etc. This
                  list of examples is not meant to be exclusive. A PFI Service Fee
                  Schedule
                  shall be sent out and adjusted from time to time at the discretion
                  of
                  PFI.  D)
              Commission
                  (hereinafter “Commission”) to PFI on PFI’s Costs in an amount to be agreed
                  by the parties per Addendum.  E)
              PFI
                  Service Fees (hereinafter “Fees”) for special services performed by PFI,
                  which may include but not be limited to, amendments to PFI letters
                  of
                  credit to Suppliers, amendments to PFI Addenda, drawings under
                  Supplier
                  letters of credit, letter of credit drawings on settled Addenda,
                  etc. This
                  list of examples is not meant to be exclusive. A PFI Service Fee
                  Schedule
                  shall be sent out and adjusted from time to time at the discretion
                  of
                  PFI.
  66
  Should
        for any reason whatsoever CLIENT not take delivery of the Products from PFI,
        and/or payments not be received by PFI from CLIENT within the time and/or
        according to the terms stated per Addendum, CLIENT agrees the Commission
        due to
        PFI shall be increased by 3%.
  16.
        Payments to PFI: In consideration of PFI agreeing to assist with a particular
        transaction as evidenced by a signed Addendum hereto, CLIENT agrees that,
        should
        for any reason whatsoever a transaction not be completed, CLIENT shall pay
        PFI
        amounts due calculated in accordance with Sections 15(A), 15(B), 15(C), 15(D),
        and 15(E) above. CLIENT recognizes and agrees that the minimum Commission
        due
        PFI on each Addendum shall be determined per Addendum.
  17.
        Authorization: CLIENT hereby authorizes PFI to prepare and execute on behalf
        of
        CLIENT any missing or incorrect documents which may be required to complete
        transactions covered by Addenda hereto, and to make any presentation of such
        documents to any party which PFI, in its sole discretion, deems reasonable
        and
        necessary. CLIENT shall execute a formal Power of Attorney for the benefit
        of
        PFI.
  18.
        Information: CLIENT shall provide, or arrange to provide, to PFI the following
        financial information which shall be prepared in accordance with generally
        accepted accounting principles consistently applied:
 x
                  Interim
                      financial statements for Client (including an income statement
                      and balance
                      sheet) as soon as possible, but no later than 30 calendar days
                      after each
                      o
                      month-end;
                      x
                      quarter-end; o
                      fiscal
                      semi-annual period-end.
  x
                Accounts
                    Receivable Agings, and o
                    Accounts Payable
                    agings as soon as possible, but no later than 30 calendar days
                    after each
                    o month-end; x
                    quarter-end; o fiscal semi-annual
                    period-end.
  x
              Fiscal
                  year-end financial statements for CLIENT (including an income statement,
                  balance sheet, statement of change of financial condition, and
                  retained
                  earnings statement, all with footnotes) as soon as possible, but
                  no later
                  than 90 days after CLIENT’s fiscal year-end. Such financial statements
                  shall be: o audited, o
                  reviewed, x compiled, by CLIENT’s Certified
                  Public Accountant (“CPA”); o
                  internally prepared by CLIENT’s accounting staff. All CPA charges and fees
                  shall be for the account of CLIENT. PFI shall have the right to
                  discuss
                  CLIENT’s financial condition and financial statements, directly with
                  CLIENT’s CPA.
  x
              Current
                  financial statements on all guarantors to be provided
                  annually.
  x
              Any other reasonable financial information requested by PFI, including
                  information relating to CLIENT’S financing arrangements and availability
                  with lenders and factors.
  19.
        No
        payments or transfers: As a pre-condition to PFI assisting with transactions
        under this Agreement CLIENT agrees there shall be no payment or transfer
        of
        funds, out of the ordinary course of business, from CLIENT to any CLIENT
        parent
        company, subsidiary, affiliate, officer, investor, employee, or any other
        party
        without the prior written consent of PFI, however, PFI shall not unreasonably
        withhold such consent.
  20.
        Time
        is of the essence of this Agreement and each of its provisions. Default shall
        occur under this Agreement if the CLIENT fails to perform in accordance with
        any
        Section or sub-section of this Agreement or Addenda thereto, or if there
        is a
        Default under any other agreement between CLIENT and PFI, or if there is
        a
        Default under any security documents securing this Agreement. Should any
        one or
        combination of these events occur, and CLIENT fails to cure such event(s)
        of
        Default within 5 business days following PFI providing written notice, the
        entire amount of PFI’s Costs, Interest, Other Costs, Commission and Fees shall
        without notice become immediately due and payable at the option of PFI, and
        furthermore, all amounts due PFI from CLIENT, shall immediately and without
        notice, bear Interest at a per annum rate equal to the Prime Rate plus 8%.
        PFI,
        as owner of the Products and PFI Assets, shall have the right to sell the
        Products and to retain for its own account any and all proceeds of sale until
        all amounts due PFI from CLIENT pursuant to this Agreement are paid in full.
        CLIENT agrees that if PFI sells the Products upon CLIENT’s Default, PFI shall be
        doing so as the sole owner of the Products. In Default, CLIENT agrees to
        assist
        PFI in good faith in the sale of Products, and shall not obstruct in any
        way
        PFI’s sales efforts. CLIENT shall make available CLIENT’s sales force to assist
        in fulfilling orders, taking new orders, or otherwise liquidating Products
        on
        any terms which PFI, in its sole discretion, may deem
        reasonable.
  67
  21.
        Hold
        Harmless: CLIENT hereby recognizes, agrees, and acknowledges that PFI is
        not a
        party to, and shall not be or become responsible to Customers, Suppliers,
        or any
        other party for performance under the Contracts. Except for acts of gross
        negligence committed by PFI, CLIENT hereby agrees to indemnify PFI, its
        officers, employees, and agents for, and agrees to hold them harmless from,
        any
        liabilities, claims, demands, costs, damages, or other expenses, including,
        but
        not limited to reasonable attorney fees at trial and on appeal arising out
        of or
        relating to the Contracts. This shall include an indemnification to PFI,
        its
        officers, employees, and agents by CLIENT to hold them harmless from any
        claim
        against PFI’s use of another person’s or entity’s trademark(s), trade name(s),
        or service mark(s) under this Agreement. The provisions of this Section 21
        shall
        survive the termination of this Agreement.
  22.
        Hold
        Harmless: Except for acts of gross negligence committed by PFI, CLIENT hereby
        agrees to indemnify PFI, its officers, employees, and agents for, and agrees
        to
        hold them harmless from, any liabilities, claims, demands, costs, damages,
        fines, taxes, duties, or other expenses sought by any party, including but
        not
        limited to attorney fees at trial and on appeal arising out of or relating
        to
        this Agreement. The provisions of this Section 22 shall survive the termination
        of this Agreement.
  23.
        Disputes. Any controversy or claim arising out of or relating to this Agreement,
        or breach thereof, shall be settled in accordance with the laws of the State
        of
        Washington and shall be commenced in the city and county of Spokane, Washington.
        Attorney’s fees of the prevailing party shall be born by the non-prevailing
        party.
  24.
        Representations. CLIENT represents that it is the business entity type and
        is
        duly organized under the laws of the state which are indicated in the first
        paragraph of this Agreement, and has full power and authority to enter into
        this
        Agreement and perform the client obligations hereunder. CLIENT further
        represents that it: (1) has received and is in compliance with all federal,
        state and local permits, licenses, and approvals necessary to perform its
        business and the transactions contemplated by this Agreement, (2) execution
        of
        this Agreement and the transactions contemplated herein will not violate
        any
        provision of CLIENT’s Articles of Organization or Bylaws, or any law,
        regulation, ordinance, order, award, judgment or decree to which CLIENT is
        a
        party or bound, and (3) no consent of any governmental or regulatory authority
        is or will be required in connection with the execution, delivery, performance
        and the consummation of the transactions contemplated by this
        Agreement.
  25.
        Compliance with Laws. CLIENT shall strictly observe and comply with all federal,
        state and local laws and regulations which govern the manufacture, sale,
        handling and disposal of any Products referred to herein. If CLIENT violates
        or
        is officially charged with violation of any such laws or regulations, then
        PFI
        in its sole discretion may treat such conduct as a breach of this entire
        Agreement, and in addition to any other remedies may immediately terminate
        this
        Agreement.
  26.
        Benefit. This Agreement shall be binding upon and shall inure to the benefit
        of
        the parties and their successors and assigns, provided that CLIENT shall
        not
        assign its rights or delegate the performance of its duties under this Agreement
        without the prior written consent of PFI.
  27.
        Collection Costs. Should litigation be commenced, CLIENT hereby promises
        to pay
        all costs of collecting past due amounts. Without limiting the foregoing,
        in the
        event that PFI consults an attorney regarding the enforcement of any of its
        rights under this Agreement or any document securing the same, or if this
        Agreement is placed in the hands of an attorney for collection, or if litigation
        is brought to enforce this Agreement or any documents securing same, CLIENT
        promises to pay all costs thereof including such additional sums as the court
        or
        may adjudge reasonable as attorney fees, including without limitation, costs
        and
        attorney fees incurred in any appellate court, in any proceeding under the
        bankruptcy code, or in any receivership.
  28.
        Notice. Any notice or other communications transmitted by either party to
        the
        other may be hand delivered, sent by facsimile transmission, or sent by courier,
        regular mail, or certified mail, return receipt requested, to the address
        shown
        in this Agreement, or such other place as each party may hereafter designate
        to
        the other party in writing. All such notices and communications so provided
        shall be deemed sufficiently given and served.
  29.
        Remedies. All remedies provided for in this Agreement are distinct and
        cumulative to any other right or remedy afforded by law or equity and, to
        the
        extent permitted by law, may be exercised concurrently, independently, or
        successively.
  30.
        No
        Verbal Agreements. There shall be no verbal agreements which qualify, modify,
        or
        supplement this Agreement.
  31.
        No
        waivers. No waiver of any right on one occasion shall be a waiver of the
        same or
        any other right on a subsequent occasion. Any invalidity, in whole or in
        part,
        or any provision herein shall not affect the validity of any other provision.
        No
        delay or omission on the part of PFI in exercising any right under this
        Agreement shall operate as a waiver of such right or any other
        right.
  68
  32.
        Facsimiles. CLIENT acknowledges and agrees that each Addenda and supporting
        transactional documentation signed by CLIENT and received by PFI in the form
        of
        a document reproduced by facsimile transmission (a “FAX reproduction”) is
        intended to be and shall be deemed to be an original signature and document,
        and
        such FAX reproduction (and any duplicate made thereof) shall be effective
        for
        all purposes to the same extent as if it were the original.
  33.
        Jurisdiction. This Agreement shall be governed by and construed and enforced
        in
        accordance with the laws of the State of Washington. Any legal action related
        thereto and/or related to this Agreement shall be commenced in Spokane,
        Washington, and the parties agree that they will be subject to the jurisdiction
        of the Courts of Spokane County, Washington.
  D.T. DRINKS, LLC PRODUCTION FINANCE
                INTERNATIONAL, LLCBy:
              
              
              By:Title:
              
              
              Title:
   69