Exhibit 10.3

                        ASSET PURCHASE AND SALE AGREEMENT
                        ---------------------------------


         THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") made this 1st day
of May, 2003, by and between BEVERAGE NETWORK OF CONNECTICUT, INC., a
corporation organized and existing under the laws of Florida with offices at 621
N.W. 53rd Street, Suite 145, Boca Raton, Florida (the "Purchaser"), and
FINISH-LINE DISTRIBUTORS, LLC, a corporation organized and existing under the
laws of Connecticut with offices at 551 Broad Street, Bristol, Connecticut
("Seller").

                              W I T N E S S E T H:

         WHEREAS, Seller is willing to sell to Purchaser and Purchaser is
willing to buy from Seller, upon the terms and conditions hereinafter set forth,
all right, title and interest of the Seller in and to its Assets (as hereinafter
defined) (such business is hereinafter collectively called the "Seller's
Business"), as more fully set forth in this Agreement; and

         WHEREAS, Purchaser is a wholly owned subsidiary of Xstream Beverage
Group, Inc., a Nevada corporation, whose common stock is publicly traded on the
Over-The-Counter-Bulletin Board under the symbol "XSBG".

         NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1. DEFINED TERMS

         1.1 "DEFINED TERMS" Where used herein or in any amendments hereto, the
following terms shall have the following meanings except as defined otherwise in
this Agreement.

         1.2 "ASSETS" means those assets to be conveyed hereunder as more fully
set forth in the attached Schedule A.

         1.3 "BUSINESS" means the business operations presently and heretofore
carried on by Seller at its current place of business located at 551 Broad
Street, Bristol, Connecticut 06010.

         1.4 "BUSINESS DAY" means any day except Saturday, Sunday, or any
statutory holiday in the State of Florida.

         1.5 "CLOSING DATE" means the 1st day of May 2003 or such other date as
may be mutually agreed upon in writing by the parties hereto.

<PAGE>

         1.6 "PURCHASE DOCUMENTS" means this Agreement and all other agreements,
documents or instruments to be executed in connection with this Agreement.

         2. PURCHASE OF ASSETS AND PURCHASE PRICE

         2.1. Assets. Upon the terms and subject to the conditions provided in
this Agreement, Seller shall, at the Closing and as of the Closing Date (as said
terms are hereinafter defined), convey, sell, transfer, assign and deliver to
Purchaser, and Purchaser shall purchase from Seller, all of Seller's right,
title and interest in and to the Products and certain of Seller's assets used in
the conduct of Seller's Business, whether constituting real or personal,
tangible or intangible personal property, and whether or not in the possession
or control of Seller, (hereinafter collectively referred to as the "Assets")
including, but without limitation, all of the Assets shown on the schedule
hereto attached marked Schedule A. All Assets are to be in good working
condition and the inventory of product in good and saleable condition.

         2.2 Liabilities. Except for the liabilities and obligations listed on
Schedule B (hereinafter collectively referred to as the "Assumed Liabilities"),
the Purchaser shall assume no liabilities or other obligations, commercial or
otherwise, of Seller, known or unknown, fixed or contingent, choate or inchoate,
liquidated or unliquidated, secured or unsecured or otherwise.

                  A. Without in any way limiting the generality of the
foregoing, Purchaser shall not assume any obligation or liability of Seller with
respect to the following (i) any transaction involving Seller occurring after
the Closing Date; (ii) any liability of Seller for federal, state or local
taxes, fees, assessments or other similar charges (including without limitation
income taxes, real estate taxes, payroll taxes and sales taxes); (iii) any
liability for services performed by Seller on or prior to the Closing Date; (iv)
except as expressly provided in this Agreement, any responsibility of Seller
with respect to salary, wages, vacation pay, savings plans, severance pay,
deferred compensation, or other obligations for the benefit of any employee of
Seller, including pension benefits accrued (vested or unvested), or arising out
of their employment through the Closing Date for which Seller shall be liable;
(v) any liability or obligation incurred in connection with or related to the
transfer of the Assets pursuant hereto including, but not limited to sales
taxes, transfer taxes or stamp taxes; (vi) any liability of any kind whatsoever
resulting from the failure of Seller to comply with the requirements of all
applicable building, fire, zoning and environmental laws, laws relating to
occupational health and safety and other laws applicable to Seller or the
conduct of its business; (vii) any liability under any Assumed Contract to the
extent such liability arises out of Seller's failure to perform its obligations
thereunder to the extent performance is due on or prior to the Closing Date;
(viii) any liability of Seller to Seller's stockholders or their relatives or
friends; (ix) any indebtedness of Seller to any banks or other lending
institutions; (x) liabilities in respect of any pension, profit sharing or other
employee benefit plan (as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") of Seller; and (xi) any
liability, obligation or account payable of Seller not listed on Schedule 2(e).

         2.3 Purchase Price. Purchaser shall pay to Seller for the Assets and
Assumed Liabilities a fixed and contingent purchase price (the "Purchase Price")
payable as follows:

<PAGE>

         The fixed purchase price shall be One Hundred and Fifty Thousand
Dollars ($150,000) and Eight Hundred Thousand (800,000) Shares of Xstream
Beverage Group, Inc., common stock (the "Shares"). The Shares to be issued under
this Agreement shall be restricted shares of common stock as that term is
defined under Section 144 of the Securities Act of 1933, as amended. The Fixed
Purchase Price shall be due and payable at Closing.

         The contingent purchase price shall be composed of two elements:

         If the Gross Profits (defined as gross sales, exclusive of any taxes or
shipping less costs of goods sold and permitted returns) derived from the sale
of beverage products sold by the Seller for the period January 1, 2003 through
June 30, 2003 is greater than $337,000, then Purchaser shall pay to Seller the
sum of $75,000 in cash. If the Gross Profits are less than $337,000, then
Purchaser will pay Seller the sum of $25,000 in cash and $50,0000 in Xstream
common stock as of the valuation date. The valuation date shall be September 15,
2003 and shall be calculated by dividing $50,000 by the average closing bid
price for the Xstream common stock for the five days prior to the valuation
date. All sums due under this paragraph are due and payable on or before
September 30, 2003.

         If the Gross Profits for the Seller for the period July 1, 2003 through
December 31, 2003 are greater than $459,000, then Purchaser shall pay Seller the
sum of $75,000, if gross profits are less than $459,000, Purchaser shall pay
Seller the sum of $25,000 in cash and $50,000 in Xstream common stock calculated
as of the valuation date, January 15, 2004. All sums due under this paragraph
shall be calculated by dividing $50,000 by the average closing bid price for the
Xstream common stock for the five days prior to the valuation date and are due
and payable on or before April 1, 2004.

         Notwithstanding anything else contained herein to the contrary, in
determining gross profits for the sale of Yohimbe, gross profits shall be
determined by using the per case cost charged by Xstream to independent third
party suppliers. In addition, the minimum price per share in calculating the
value of the Xstream common stock shall be $.50 per share

         In the event of any dispute regarding the computation of gross profits,
the parties agree to submit the financial statements to an independent
accounting firm who will be charged with responsibility for preparing the
required financial information called for in this Agreement, and the
determination of the independent accounting firm shall remain binding upon both
parties. Where no discrepancy in the accounting is found, the cost of the
investigation shall be borne by the challenging party, if the independent
investigation determines a variance of less than 10%, the cost shall be borne
equally by the parties. If the investigation determines a variance in excess of
10%, the cost of the accounting investigation shall be borne by the party
preparing the accounting statements. Any dispute arising under this paragraph
shall be initiated by notice to the other party within ten days of any required
payment date. Pending the determination of the independent accounting, no monies
shall be due and owing except that any stock, which would be issued, shall be
determined as of the valuation date.

<PAGE>

         2.4. Offsets in Purchase Price.In the event that Purchaser shall be
obligated to pay any sums which are not specifically set forth on the attached
Schedule B, then in that event Purchaser shall be entitled to a dollar for
dollar reduction in any further payments due Seller. Said reduction shall first
be allocated to any cash payments and secondly to the price of the common stock.

         Upon notice of any undisclosed liability, Purchaser shall so advise
Seller who shall have ten (10) days to cure. In the event that Seller has not
resolved the dispute, Purchaser may in its sole and absolute discretion, satisfy
the claimed liability and deduct any amounts paid against future amounts due and
owing under this Agreement

         2.5. Allocation of the Purchase Price. The Purchase Price shall be
allocated amongst the Assets as provided in Schedule A attached hereto, and each
party shall file in a manner consistent therewith (i) the reports required under
Section 1060 of the Internal Revenue Code of 1986, as amended, and (ii) their
respective Federal, state and local tax returns.

         3. DOCUMENTS TO BE DELIVERED AT CLOSING

         3.1. At the Closing:

                  A. Seller shall execute and deliver to Purchaser a Bill of
Sale fully executed and in the form of Exhibit C attached hereto, conveying,
selling, transferring and assigning to Purchaser all of the Assets free and
clear of any and all defects, liens, encumbrances, charges and equities
whatsoever. Seller shall also provide the written consent of the Landlord and
the consent of any party having a security interest on the Seller's assets.

                  B. Seller shall execute or endorse and deliver to Purchaser
other duly executed separate instruments of sale, assignment or transfer,
including, but not limited to assignments of contract rights or leases in form
suitable, where appropriate, for filing or recording with the appropriate office
or agency for various items of the Assets or other rights of Seller to be
conveyed hereunder, where, in Purchaser's reasonable judgment, the same are
necessary or desirable in order to vest or evidence title hereto in Purchaser.

                  C. Purchaser shall pay the Purchase Price for the Assets in
accordance with the terms of Section 2 hereof.

                  D. Seller shall deliver to Purchaser copies, certified by the
Secretary of Seller, of (i) certificates of good standing in the jurisdiction of
the Seller's incorporation and in each other jurisdiction in which the Seller is
doing or transacting business, and (ii) the unanimous written consent of the
Board of Directors and the stockholders of Seller authorizing this Agreement and
the other agreements and instruments to be delivered pursuant thereto and the
transactions contemplated hereby and thereby.

<PAGE>

                  E. Purchaser shall deliver to Seller copies, certified by the
Secretary of Purchaser, of (i) certificates of good standing in the jurisdiction
of the Purchaser's incorporation and in each other jurisdiction in which the
Purchaser is doing or transacting business, and (ii) the unanimous written
consent of the Board of Directors and stockholders of Purchaser authorizing this
Agreement and the other agreements and instruments to be delivered pursuant
thereto and the transactions contemplated hereby and thereby.

                  F. Seller shall deliver to the Purchaser all books and records
of the Seller relating to the Seller's Business, the Customers, the Assets and
the Assumed Liabilities.

                  G. Seller shall deliver to the Purchaser all necessary
consents of third parties to the execution and delivery of this Agreement and
the consummation of the transactions contemplated including, without limitation,
the written consent of the Landlord for the assignment of the Seller's leasehold
obligation at its Business location.

         4. CLOSING. The Closing of the transactions contemplated by this
Agreement, and all deliveries to be made at such time in connection therewith,
shall take place at 2101 NW Corporate Blvd., Suite 414, Boca Raton, Florida
33431, upon the satisfaction of all of the conditions set forth in this
Agreement on May 1st 2003, such Closing to take place by delivery to such
counsel of executed counterparts of this Agreement and all other documents,
instruments and certificates required to be delivered by Seller or Purchaser at
the Closing (Said Closing and said date thereof, herein referred to as the
"Closing" and the "Closing Date", respectively). The effective date of this
Agreement shall be the date of execution by the last signatory to this
Agreement.

         5. REPRESENTATIONS AND WARRANTIES BY SELLER.

         5.1. Seller represents and warrants to Purchaser as follows:

                  A. Seller is a corporation duly organized and validly existing
under the laws of the State of Connecticut. Seller has full power and authority
to own the Assets and conduct its business and that the Assets are owned free
and clear of all liabilities of any kind or nature without any liens or
encumbrances.

                  B. The execution, delivery and performance of the Purchase
Documents by Seller, and the consummation of the transactions contemplated
hereby, will not with or without the giving of notice or the lapse of time or
both:

                           (i) violate any provision of law, statute, rule or
regulation to which Seller is subject,

                           (ii) violate any judgment, order, writ or decree to
which Seller is a party or by which it is or may be
bound; or


<PAGE>

                           (iii) to the knowledge of Seller, result in the
breach of or conflict with any term, covenant, condition
or provision of, or result in the modification or termination of, or constitute
a default under or result in the creation or imposition of any lien, security
interest, charge or encumbrance upon any of the Assets being purchased
hereunder, under the corporate charter or by-laws or any other agreement,
understanding or instrument to which Seller is a party or by which it is or may
be bound or affected.

                  C. All necessary corporate action has been taken by Seller to
authorize the execution, delivery and performance of the Purchase Documents. The
Purchase Documents have been duly and validly authorized, executed and delivered
by Seller and constitute the valid and binding obligation of Seller enforceable
against it in accordance with their respective terms.

                  D. All consents and approval required for transferring the
Assets to Purchaser hereunder and for assigning the agreements, including
without limitation all amendments, modifications, and supplements, whether
written or oral ("Agreements") and for performing Seller's obligations under the
Purchase Documents have been obtained or will be obtained. No consent of any
court, governmental agency or other public authority is required as a condition
to the enforceability of the Purchase Documents.

                  E. Seller acknowledges that the Assets being transferred per
Schedule "A" are owned free and clear of all lines and encumbrances, are not
encumbered by any liens or the subject matter of any known or anticipated
litigation Seller further acknowledges and agrees that the Purchase Price paid
by Purchaser for Sellers' Assets is fair and adequate consideration.

                  F. Seller has conducted its business in compliance with all
applicable federal, state and local laws, regulations and ordinances.

                  G. Seller has not received any notice that it is infringing
upon the research, development, processes, methods, techniques, inventions, know
how patents, patent rights, trade name, trademarks and service marks of any
other party.

                  H. Seller is not a party to any written or oral employment,
agency or commission agreement with any of its employees that cannot be
terminated upon the closing date of this transaction without penalty. No
employee, director, officer or stockholder (or any current or former family
member thereof) of Seller, either individually or in any other capacity, has a
claim of any kind against the Seller, and Seller has no obligation with respect
to such person or entity, except the right to current salary or wages, accrued
vacation pay, and reimbursable expenses arising in the ordinary course of
business. Seller does not contribute to or sponsor any employee welfare or
benefit plans, and is not subject to any collective bargaining agreement, for
employees.
                  I. Seller is a sophisticated investor and understands the
risks and uncertainties involved with the receipt of restricted common stock.
Seller has had an opportunity to discuss the operations of both Xstream and
Purchaser's business with management and has been provided with any requested
information. Seller has also reviewed Xstream's filings on the SEC EDGAR
database located at www.sec.gov.

<PAGE>

                  J. Seller shall provide Purchaser with such financial
information as may be necessary to complete an audit in accordance with those
rules and regulations prescribed by the Securities and Exchange Commission. In
the event that Seller is unable to supply the requested information and
Purchaser is unable to conclude an audit of the Seller's business within 75 days
of closing as prescribed by the Securities and Exchange Commission, then in that
event, Purchaser may rescind this Agreement and all assets transferred in
conjunction therewith shall be returned to the respective parties.

                  K. Seller has paid all personal and intangible property taxes
due as a result of the ownership of the assets and there are no amounts due and
owing for personal property or intangible property taxes.

                  L. There is (and has not been since its inception) no claim,
litigation, action, suit or proceeding, administrative or judicial, pending or
threatened against or affecting Seller, or involving any of the Assets, at law
or in equity or before any foreign, federal, state, local or other governmental
authority, including, without limitation, any claim, proceeding, or litigation
for the purpose of enjoining or preventing the consummation of this Agreement,
or the transactions contemplated hereby, or otherwise claiming this Agreement,
or any of the transactions contemplated hereby or the consummation thereof, is
illegal or otherwise improper, nor to Seller's knowledge is there any basis upon
which any such claim, litigation, action, suit or proceeding could be brought or
initiated. Seller is not (and has not been within the past three years) subject
to or in default under any judgment, order, writ, injunction or decree of any
court or any governmental authority, and no replevins, attachments, or
executions have been issued or are now in force against Seller. No petition in
bankruptcy or receivership has ever been filed by or against Seller.

         6. REPRESENTATIONS AND WARRANTIES OF PURCHASER

         6.1 Purchaser hereby represents and warrants to Seller as follows:

                  A. Purchaser is a corporation duly organized and validly
existing under the laws of the State of Nevada and has full power and authority
to own its property and conduct its business.

                  B. The execution, delivery and performance of this Agreement,
and the consummation of the transactions contemplated hereby, will not with or
without the giving of notice or the lapse of time or both:

                           (i) violate any provision of law, statute, rule or
regulation to which Purchaser is subject;

                           (ii) violate any judgment, order, writ or decree to
which Purchaser is a party or by which Purchaser is
bound; or

<PAGE>

                           (iii) result in the modification or termination of,
or constitute a default under the corporate charter or by-laws or any other
agreement, understanding or instrument to which Purchaser is a party or by which
Purchaser is or may be bound or affected.

                  C. All necessary corporate action has been taken by Purchaser
to authorize the execution, delivery and performance of this Agreement, and the
consummation of the transaction contemplated hereby. This Agreement has been
duly and validly authorized and is a binding obligation of Purchaser enforceable
against it in accordance with its terms.


         7. CONDITIONS TO THE OBLIGATIONS OF SELLER TO CLOSE

         7.1 All obligations of Seller hereunder are, at the option of Seller,
subject to the conditions that, at the Closing Date:

                  A. All representations and warranties made in this Agreement
by Purchaser shall be true and correct as of the Closing Date in all material
respects.

                  B. Purchaser shall have tendered the required documents and
certificates at the Closing as set forth in Section 3 hereof.

                  C. The Purchase Price described in Section 2.3 hereof due at
the Closing shall have been paid by Purchaser.

                  D. All corporate action necessary to authorize (A) the
execution, delivery and performance by Purchaser of this Agreement and any other
agreements or instruments contemplated hereby to which Purchaser is a party and
(B) the consummation of the transactions and performance of its other
obligations contemplated hereby and thereby shall have been duly and validly
taken by Purchaser, and the Seller shall have been furnished with copies of all
applicable resolutions adopted by the board of directors of Purchaser, certified
by the Secretary or Assistant Secretary of Purchaser.

         8.  CONDITIONS TO THE OBLIGATIONS OF PURCHASER TO CLOSE

         8.01 All obligations of Purchaser hereunder are, at the option of
Purchaser, subject to the conditions that, at the Closing Date:

                  A. All representations and warranties of Seller contained in
this Agreement shall be true and correct as of the Closing Date in all material
respects.

                  B. Seller shall have performed all commitments hereunder up to
the Closing Date and shall have tendered the required documents, instruments and
certificates as set forth in Section 3 hereof.

                  C. No action suit, proceeding or investigation by or before
any court, administrative agency or other governmental authority shall have been
instituted or threatened to restrain, prohibit or invalidate the transactions
contemplated by this Agreement or which may affect the right of Purchaser to
own, operate or control after the Closing Date the Assets and the Seller's
Business.

<PAGE>

                  D. All corporate action, necessary to authorize (A) the
execution, delivery and performance by the Seller of this Agreement and any
other agreements or instruments contemplated hereby or thereby to which Seller
is a party and (B) the consummation of the transactions contemplated hereby and
thereby shall have been duly and validly taken by Seller, and Purchaser shall
have been furnished with copies of all applicable resolutions of Seller
certified by the Secretary or Assistant Secretary of the Seller.

                  E. The Seller shall have obtained the approvals, consents and
authorizations of all third parties and/or governmental agencies necessary for
the communication of the transactions contemplated hereby in accordance with the
requirements of applicable laws and agreements.

                  F. Leases. Seller shall at its own cost and expense assign the
current existing lease to the Purchaser and obtain all required landlord
consents. Any costs assessed by the Landlord in the assignment of the leasehold
obligation shall be borne by Seller. In the alternative, Purchaser may prior to
Closing negotiate a new lease for the premises. In the event that Purchaser is
not able to secure a new lease from the Landlord, Purchaser agrees to indemnify
and hold Seller harmless as a result of any liability arising following the
Closing. Nothing contained herein shall be construed to impose any liability on
the Purchaser for any rental obligations accruing prior to Closing.

                  G. Employment Agreements/Non-Compete. Purchaser shall enter
into employment agreements with Joe Pignatella on terms mutually agreeable to
the Purchaser and the respective party and the said party shall work on a full
time basis and devote his full attention to the business of the Purchaser. All
other officers or shareholders of Seller will execute non-compete agreements on
closing.

         9. INDEMNIFICATIONS

         9.01   Seller agrees to indemnify and hold harmless Purchaser from:

                  A. Any and all damages or deficiencies resulting from any
misrepresentation, breach of warranty or non-fulfillment of any covenants on the
part of Seller under this Agreement.

                  B. Any and all actions, suits, proceedings, demands,
assessments, judgments, costs, reasonable attorneys fees, expenses incident to
any of the foregoing.

                  C. Any and all liabilities as they relate to the personal
property being transferred under this Purchase and Sale Agreement which are not
specifically set forth.

<PAGE>

         9.02 Purchaser agrees to indemnify and hold Seller harmless from:

                  A. Any and all damages or deficiencies resulting from any
misrepresentation, breach of warranty or non- fulfillment of any covenant on the
part of Purchaser under this Agreement
                  B. Any and all actions, suits, proceeding, demands,
assessments, judgments, costs, reasonable attorney's fees and expenses incident
to any of the foregoing.

         9.03 Any party having an indemnification claim hereunder ("Indemnitee")
shall give the other party ("Indemnitor") prompt notice in writing of any claim
by any third party which gives rise to a claim for indemnification hereunder,
and of any alleged breach of any of the representations and warranties contained
in this Agreement. As to any alleged breach of the representations or
warranties, written notice shall contain a statement setting forth the nature of
the alleged breach or breaches. The Indemnitor shall have thirty (30) days after
the delivery of such notice to cure or contest any such claim by a third party
or any such alleged breach or breaches. At its option, to be exercised within
thirty (30) days of such notice, the Indemnitor may defend against any such
action or proceeding with counsel of its choice, at the Indemnitor's expense, it
being understood, however, that the Indemnitor's designation of counsel shall be
subject to the approval of the Indemnitee, which approval shall not be
unreasonably withhold. Additionally, at its own expense the Indemnitee may
participate in any such defense with counsel of its choice. As long as the
defense is being handled by the Indemnitor, the Indemnitee shall not settle any
such claim, action or proceeding without prior written consent of the
Indemnitor, except that if the Indemnitee does elect to settle the matter
without such consent, the Indemnitor shall be released from the terms of this
indemnification. Notwithstanding the foregoing, in the event the Indemnitor
elects not to defend any such claim, action, or proceeding, the Indemnitee may
do so, in which event the Indemnitor shall continue to indemnify the Indemnitee
for any liabilities, losses and damages incurred by the Indemnitee, including
any settlement payments and for the reasonable costs and expenses of this
counsel.

         9.04 All indemnifications made herein by Purchaser and Seller shall
survive the closing of this transaction and shall inure to the benefit of the
Purchaser's and Seller's heirs, assigns, agents, principals, members and/or
shareholders.

         10. TERMINATION DEFAULT REMEDIES

         10.01. Termination. If either Purchaser or Seller materially defaults
in the due and timely performance of any of its warranties, covenants or
agreements or in the event of the failure to satisfy or fulfill any of the
conditions, the non-defaulting party may on the Closing Date give notice of
termination. The notice shall specify the default or defaults upon which the
notice is based. The termination shall be effective ten (10) days after the
Closing Date, unless the specified default or defaults have been cured on or
before the effective date of the termination.

         10.02. Default Remedies. Notwithstanding Section 10.01, in the event of
a default, the non-defaulting party may seek specific performance of this
Agreement against the defaulting party from a court of competent jurisdiction,
or alternatively, such non-defaulting party may seek damages from the defaulting
party.

<PAGE>

         10.03. Litigation Costs. If any legal action or other proceeding is
brought for the enforcement of this Agreement or to remedy its breach, the
prevailing party in such action or proceeding shall be entitled to recover its
actual attorney's fees and other costs incurred in the action or proceeding, in
addition to such other relief to which it may be entitled.

         11. MISCELLANEOUS.

         11.01 This Agreement may be assigned by Purchaser without the prior
written consent of Seller.

         11.02 Survival or Representations. The representations and warranties
set forth herein shall survive the execution of this Agreement.

         11.03 Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter and shall not be change
or amended without the prior written consent of all the parties hereto.

         11.04 Governing Law and Disputes. This agreement shall be governed by
and construed in accordance with the laws of the state of Florida. By entering
into this Agreement, the parties agree to the jurisdiction of the courts in Palm
Beach County, Florida.

         11.05 Captions. The captions herein are for the convenience of the
parties and are not to be constructed as part of the terms of this Agreement.

         11.06 Waiver. Any waiver by either party of any breach of this
Agreement shall not be considered a waiver of any subsequent breach.

         11.07 Notices. Any notice or other communication required or permitted
to be given hereunder shall be in writing and mailed by registered or certified
mail, postage prepaid return receipt requested, to the party to whom it is to be
given.

         11.08 Severability. In the event that any part of this Agreement is
held to be unenforceable, then such provision shall in no way affect the other
terms and provisions of this Agreement which shall remain in full force and
effect.

         11.09 Expenses. Each of the parties hereto shall bear its own expenses
in connection with the transactions contemplated.

         11.10 Finders Fees. Neither Seller nor Purchaser has incurred nor will
either incur any liabilities for finders' fees or commission of any nature
whatsoever in connection with the transactions contemplated hereunder.

         11.11 Additional Documentation: The parties agree that without the
payment of additional consideration, each party will provide the other with such
information as may be necessary to carry out the terms and conditions of this
Agreement.

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have signed this Agreement under
seal on the day and year first above written.

SELLER:

ATTEST:                             FINISH-LINE DISTRIBUTORS, LLC.

                                    BY:
----------------------                  ---------------------------------
                                                        ITS:

PURCHASER:

ATTEST:                             BEVERAGE NETWORK OF CONNECTICUT, INC.

                                    BY:
----------------------                  ---------------------------------
                                                        ITS: