Exhibit
      4.4

     

    AMENDED
      AND RESTATED 

    SECURED
      PROMISSORY NOTE

    [FULLY
      RECOURSE]

    


    
      	
              $2,664,406.04

            	 	
              New
                York, New York

            
	 	 	
              As
                of November 7, 2008

            


    

    


    FOR
      VALUE RECEIVED,
      HARBREW
      IMPORTS, LTD.,
      a New
      York corporation having an address at 102 Buffalo Avenue, Freeport, New York
      11520 (“Borrower”) promises to pay to CAPSTONE
      CAPITAL GROUP I, LLC, a
      Delaware limited liability company and CAPSTONE
      BUSINESS CREDIT, LLC,
      a
      Delaware limited liability company, both having an address at 1350 Avenue of
      the
      Americas, New York, New York 10019 (collectively “Lender”), or order, at said
      office, or at such other place as may be designated from time to time in writing
      by Lender, the principal sum of TWO MILLION SIX HUNDRED SIXTY-FOUR THOUSAND
      FOUR
      HUNDRED SIX Dollars and FOUR Cents ($2,664,406.04) in lawful money of the United
      States of America (the “Loan”), without interest except to the extent set forth
      in Section 3 below.

    


    This
      Amended and Restated Secured Promissory Note (the “Note”) amends, restates and
      replaces that certain Secured Promissory Note dated August 21, 2008 by the
      Borrower in favor of the Lender in the amount of $1,350,000. 

    


    1. Payments.
      The
      principal amount due under this Note shall be payable by Borrower to Lender
      at
      the address above or at such other place as Lender may, from time to time,
      designate in writing, without setoff, counterclaim or any other deduction
      whatsoever, on or before August 21, 2009 (the “Maturity Date”) TIME BEING OF THE
      ESSENCE. The principal amount of the Loan shall be subject to adjustment
      pursuant to Section 1(e), Section 1(f) and Section 1(g) of the Settlement
      Agreement dated August 21, 2008 between Borrower and Lender, as amended by
      the
      Amendment to the Settlement Agreement dated of even date herewith between
      Borrower and Lender.

    


    2. Interest.
      The
      unpaid principal balance shall accrue interest at a rate equal to the lesser
      of
      (the “Fixed Rate”) (a) 16.00% and (b) the maximum amount interest rate allowed
      by applicable law. Interest on the principal sum of this Note shall be
      calculated in arrears on the basis of a three hundred sixty (360) day year
      for
      the actual number of days elapsed, and shall be paid by Borrower as
      follows:

    


    (a) On
      November 30, 2008 (the “Initial Interest Payment Date”), interest at the Fixed
      Rate for all amounts outstanding for the period from and including the date
      of
      this Note up to and including the Initial Interest Payment Date;
      and

    


    (b) On
      each
      Interest Payment Date thereafter, including the Maturity Date or the date on
      which all outstanding amounts under this Note are paid in full, if earlier,
      all
      interest to be accrued at the Fixed Rate for the next preceding Interest Period.
      

    


    As
      used
      in this Note, the following definitions shall apply:

    


    (i) “Interest
      Payment Date” means the last day of each Interest Period, beginning on the
      Initial Interest Payment Date through and including the Maturity Date or the
      date on which all outstanding amounts under this Note are paid in
      full.

    


    (ii) “Interest
      Period” means:

    


    (A) initially,
      the period commencing on the date of this Note and ending on the Initial
      Interest Payment Date; and


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (B) thereafter,
      each period commencing on the day following the last day of the next preceding
      Interest Period and ending on the day that is one (1) calendar month thereafter;
      provided that, the foregoing provisions relating to Interest Periods are subject
      to the following:

    


    (1) if
      any
      Interest Period would end on a day other than a Business Day such Interest
      Period shall be extended to the next Business Day unless such next succeeding
      Business Day would fall in the next calendar month, in which case such Interest
      Period shall end on the next preceding Business Day;

    


    (2) if
      an
      Interest Period commences on a day in a calendar month that is a Business Day,
      such Interest Period shall end on the last day that is a Business Day in the
      next succeeding month; and

    


    (3) an
      Interest Period that otherwise would extend beyond the Maturity Date or the
      date
      on which all outstanding amounts under this Note are paid in full shall end
      on
      the Maturity Date or the date on which all outstanding amounts under this Note
      are paid in full.

    


    3. The
      Borrower may prepay the Loan without penalty, in whole or in part, at any time
      and from time to time, upon ten (10) Business Days’ prior written notice to the
      Lender (which notice shall be irrevocable). 

    


    4. The
      occurrence of any one or more of the following events shall constitute an event
      of default (each an “Event of Default”) hereunder:

    


    (a) if
      Borrower makes an assignment for the benefit of creditors;

    


    (b) if
      there
      shall be filed by Borrower or against Borrower (except by Lender) any petition
      for any relief under the bankruptcy laws of the United States now or hereafter
      in effect or any proceeding shall be commenced (except by Lender) with respect
      to Borrower under any insolvency, readjustment of debt, reorganization,
      dissolution, liquidation or similar law or statute of any jurisdiction now
      or
      hereafter in effect (whether at law or in equity), provided that in the case
      of
      any involuntary filing or the commencement of any involuntary proceeding against
      Borrower such proceeding or petition shall have continued undismissed and
      unvacated for 90 days; or

    


    (c) if
      Borrower shall fail for any reason to make any payment of principal hereunder
      when due.

    


    If
      any
      Event of Default shall occur for any reason, then and in any such event, in
      addition to all rights and remedies of Lender under applicable law or otherwise,
      all such rights and remedies being cumulative, not exclusive and enforceable
      alternatively, successively and concurrently, all amounts owing under this
      Note
      shall be immediately due and payable, whereupon the then unpaid balance hereof
      shall bear interest, accruing from the date of this Note, at a rate per annum
      which is equal to the rate of interest provided for in Section 1.10 of the
      Purchase Order Financing Agreement dated as of January 22, 2007, by and between
      Borrower and Lender (as amended and restated by the Amended and Restated
      Purchase Order Financing Agreement dated as of October 31, 2007), between
      Borrower and Lender, the “PO Financing Agreement”) or such other lower rate as a
      court may impose, in each case from the date of such nonpayment until such
      amount is paid in full; provided however that in no event shall any interest
      to
      be paid pursuant to this Note exceed the maximum rate permitted by
      law.

    


    5. This
      Note
      is secured by the Lender’s Collateral, as that term is defined in the PO
      Financing Agreement and the Discount Factoring Agreement dated as of January
      22,
      2007, as amended by the Amended and Restated Factoring Agreement dated as of
      October 31, 2007, by and between Borrower and Lender.

    


    6. Borrower
      hereby waives presentment and demand for payment, notice of dishonor, protest
      and notice of protest of this Note and agrees to pay all costs of collection
      when incurred, including reasonable attorneys’ fees (which costs may be added to
      the amount due under this Note and be receivable therewith) and to perform
      and
      comply with each of the terms, covenants and provisions contained in this Note,
      on the part of Borrower to be observed or performed. No release of any security
      for the principal sum due under this Note or extension of time for payment
      of
      this Note, or any installment hereof, and no alteration, amendment or waiver
      of
      any provision of this Note made by agreement between Lender and any other person
      or party shall release, discharge, modify, change or affect the liability of
      Borrower under this Note.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    7. This
      Note
      is subject to the express condition that at no time shall Borrower be obligated
      or required to pay interest on the principal balance of the Loan at a rate
      which
      could subject Lender to either civil or criminal liability as a result of being
      in excess of the maximum rate which Borrower is permitted by law to contract
      or
      agree to pay. If by the terms of this Note Borrower is at any time required
      or
      obligated to pay interest on the principal balance at a rate in excess of such
      maximum rate, the rate of interest under this Note shall be deemed to be
      immediately reduced to such maximum rate and interest payable hereunder shall
      be
      computed at such maximum rate and the portion of all prior interest payments
      in
      excess of such maximum rate shall be applied and shall be deemed to have been
      paid in reduction of the principal balance.

    


    8. Borrower
      hereby irrevocably submits to the jurisdiction of any court of the State of
      New
      York or federal court sitting in the State of New York in any action or
      proceeding arising out of or relating to this Note. Borrower hereby irrevocably
      agrees that all claims in respect of such action or proceeding may be heard
      and
      determined in such court of the State of New York or, to the extent permitted
      by
      law, in such federal court. Borrower hereby irrevocably waives, to the fullest
      extent it may effectively do so, the defense of an inconvenient forum to the
      maintenance of such action or proceeding. To the extent permitted by law,
      Borrower also irrevocably consents to the service of any and all process in
      any
      such action or proceeding arising out of or in connection with this Note by
      the
      mailing (by certified mail, return receipt requested and postage prepaid) of
      copies of such process to the undersigned at the address of Borrower set forth
      above. Borrower agrees that a final and non-appealable judgment (or a judgment
      whose time to appeal has expired) in any such action or proceeding shall be
      conclusive and may be enforced in other jurisdictions by suit on the judgment
      or
      in any other manner provided by law.

    


    9. BORROWER
      AND LENDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR
      COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, WITH RESPECT
      TO,
      IN CONNECTION WITH OR ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR
      THE
      VALIDITY, PROTECTION, INTERPRETATION, ADMINISTRATION, COLLECTION OR ENFORCEMENT
      HEREOF OR THEREOF, OR ANY CLAIM OR DISPUTE HEREUNDER OR THEREUNDER.

    


    10. The
      terms
      of this Note shall be governed and construed under the laws of the State of
      New
      York.

    


    11. This
      Note
      may not be changed or terminated orally, but only by an agreement in writing
      signed by the party against whom enforcement of such change or termination
      is
      sought.

    


    12. Borrower
      represents that Borrower has full power, authority and legal right to execute
      and deliver this Note and that the debt hereunder constitutes a valid and
      binding obligation of Borrower.

    


    13. Whenever
      used, the singular number shall include the plural, the plural the singular,
      and
      the words “Lender” and “Borrower” shall include their respective successors and
      assigns.

    


    14. Notices
      hereunder shall be given as provided in the PO Financing Agreement.

    


    REMAINDER
      OF PAGE LEFT INTENTIONALLY BLANK

    SIGNATURES
      ON FOLLOWING PAGE


    
      
        
        

      

      
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    [Signature
      Page to Amended and Restated Secured Promissory Note]

    


    IN
      WITNESS WHEREOF,
      Borrower has duly executed this Note the day and year first above
      written.

    


    
      	 	
              HARBREW
                IMPORTS, LTD. 

            
	 	
              a
                New York corporation

            
	 	 	 
	 	
              By:

            	
              /s/
                Richard J. DeCicco

            
	 	 	
              Name:
                Richard J. DeCicco

            
	 	 	
              Title:
                President

            


    


    
      
        
        

      

      
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