Exhibit
      10.17

     

    FIRST
      AMENDMENT

    TO
      THE

    SETTLEMENT
      AGREEMENT

    


    This
      FIRST AMENDMENT TO THE SETTLEMENT AGREEMENT, dated as of November 7, 2008 (this
      “Amendment”), by and between Capstone Business Credit, LLC (“CBC”), Capstone
      Capital Group I, LLC (“CCG”, and with CBC, “Capstone”) and Harbrew Imports, Ltd.
      (the “Borrower”).

    


    WHEREAS,
      Capstone and the Borrower are parties to a Settlement Agreement dated as of
      August 21, 2008 (as amended, restated, modified or supplemented and in effect
      from time to time, the “Settlement Agreement”).

    


    WHEREAS,
      pursuant to the Settlement Agreement, Borrower delivered its Promissory Note
      to
      Capstone in the principal amount of $1,350,000 (the “Promissory
      Note”).

    


    WHEREAS,
      Capstone and the Borrower desire to amend the Settlement Agreement and to amend
      and restate the Promissory Note; 

    


    WHEREAS,
      pursuant to certain Guarantees dated January 22, 2007, as reaffirmed by the
      Reaffirmation of Guarantees dated October 31, 2007 (the “Guarantees”), Richard
      DeCicco (“Guarantor”) irrevocably and unconditionally guaranteed all of the
      obligations of Borrower under the Financing Agreements; and

    


    WHEREAS,
      capitalized terms which are used herein without definition and which are defined
      in the Settlement Agreement shall have the same meanings herein as in the
      Settlement Agreement;

    


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

     

    SECTION
      1. Amendment
      to Settlement Agreement.

     

    (a) Section
      1(a) of the Settlement Agreement is hereby deleted in its entirety, and in
      its
      place and stead, the following shall be inserted: 

    


    “(a) In
      payment under the Financing Agreements, and in settlement of the Capstone Claim,
      Borrower shall deliver to Capstone $2,664,406.04 in readily available funds
      (the
“Settlement Payment”), which shall be paid by Borrower to Capstone as
      follows:

    


    (i) $2,664,406.04
      (the “Payment Balance”) shall be paid on or before August 21, 2009, TIME BEING
      OF THE ESSENCE (the “Settlement Payment Due Date”). Borrower shall execute and
      deliver its Amended and Restated Secured Promissory Note with respect to the
      Payment Balance, to Capstone. The Amended and Restated Secured Promissory Note
      shall be secured by the Collateral (as defined in the PO Financing Agreement
      and
      the Factoring Agreement).”

     

    (b) Section
      1(e) of the Settlement Agreement shall be deleted in its entirety, and in its
      place and stead, the following shall be inserted:

     

    “(e) From
      the
      date of this Agreement until the Settlement Payment Date (the “Interim Factoring
      Period”) Borrower shall submit all of its Account Receivables (as defined in the
      Factoring Agreement) to CBC for collection only, and not for factoring under
      the
      Factoring Agreement (the “Interim Receivables”). Fifty percent (50%) of the
      aggregate amount of funds collected by CBC with respect to the Interim
      Receivables, less any fees or expenses incurred by CBC in connection therewith,
      (the “Interim Receivables Collection Amount”) shall be credited against (i)
      interest payable under the Promissory Note, as amended, and (ii) the Payment
      Balance, and 50% of the Interim Receivables Collection Amount shall be paid
      to
      Borrower. For the purposes of this Agreement, the Assigned Receivables shall
      not
      be deemed to be, and shall not be included in the Interim
      Receivables.”


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) The
      following new Section 1(i) shall be inserted immediately following Section
      1(h)
      of the Settlement Agreement:

     

    “(i) Notwithstanding
      anything to the contrary contained in this Settlement Agreement, the Amended
      and
      Restated Secured Promissory Note, the PO Financing Agreement or the Factoring
      Agreement, upon and after Borrower’s receipt of aggregate gross proceeds of
      $5,000,000 in connection with its issuance of its 8% Secured Convertible Notes
      and Warrants to purchase Common Stock pursuant to its Private Placement
      Memorandum dated November 23, 2008 (the “Private Placement”), (A) the sum of
      $500,000 shall within two days of Borrower’s receipt thereof be remitted to
      Capstone in readily available funds, to pay down the Amended and Restated
      Secured Promissory Note, and thereafter (B) 10% of the aggregate gross proceeds
      in excess of $5,000,000 received by Borrower in connection with the Private
      Placement shall, within two days of Borrower’s receipt thereof, be remitted to
      Capstone, in readily available funds, to pay down the Amended and Restated
      Secured Promissory Note.” 

     

    SECTION
      2. Effectiveness.
      This
      Amendment shall become effective upon the execution and delivery of this
      Amendment by Capstone and the Borrower.

     

    SECTION
      3. Representations
      and Warranties.
      The
      parties hereby represents and warrants to each other as follows:

     

    (a) Authority,
      Etc.
      The
      execution and delivery by such party of this Amendment and the performance
      by
      such party of all of its agreements and obligations under the Settlement
      Agreement as amended hereby are within the authority of such party and have
      been
      duly authorized by all necessary action on the part of such party.

     

    (b) Enforceability.
      The
      Settlement Agreement as amended hereby constitutes the legal, valid and binding
      obligation of such party, enforceable in accordance with its terms, except
      as
      limited by bankruptcy, insolvency, reorganization, moratorium or other laws
      relating to or affecting generally the enforcement of creditors’
rights.

     

    SECTION
      4. Affirmation
      of the Guarantees.
      Guarantor hereby reaffirms each of the Guarantees and all of Guarantor’s
      obligations arising under each of the Guarantees.

     

    SECTION
      5. Miscellaneous
      Provisions.

     

    (a) Except
      as
      otherwise expressly provided by this Amendment, all of the terms conditions
      and
      provisions of the Settlement Agreement are confirmed and ratified in all
      respects. It is declared and agreed by each of the parties hereto that the
      Financing Agreements, the Guarantees, and the Settlement Agreement, as amended
      hereby, shall continue in full force and effect, and that this Amendment and
      the
      Settlement Agreement shall be read and construed as one
      instrument.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b) THIS
      AMENDMENT SHALL BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL
      FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL
      LAWS OF SAID STATE, WITHOUT REFERENCE TO CONFLICTS OF LAW
      PRINCIPLES.
      

     

    (c) The
      Amendment may be executed in any number of counterparts, but all such
      counterparts shall together constitute but one instrument. In making proof
      of
      this Amendment it shall not be necessary to produce or account for more than
      one
      counterpart signed by each party hereto by and against which enforcement hereof
      is sought.

     

    (d) Headings
      or captions used in this Amendment are for convenience of reference only and
      shall not define or limit the provisions hereof.

    


    IN
      WITNESS WHEREOF, the
      parties hereto have executed this Amendment to be effective as of the day first
      above written.

    


    
      	 	
              HARBREW
                IMPORTS, LTD

            
	 	 	 
	 	
              By:

            	
              /s/
                Richard J. DeCicco

            
	 	 	
              Name:
                Richard J. DeCicco

            
	 	 	
              Title:

            
	 	 	 
	 	
              CAPSTONE
                BUSINESS CREDIT, LLC

            
	 	 	 
	 	
              By:

            	
              /s/
                Joseph Ingrassia

            
	 	 	
              Name:
                Joseph Ingrassia

            
	 	 	
              Title:
                Managing Member

            
	 	 	 
	 	
              CAPSTONE
                CAPITAL GROUP I, LLC

            
	 	 	 
	 	
              By:

            	
              /s/
                Joseph Ingrassia

            
	 	 	
              Name:
                Joseph Ingrassia

            
	 	 	
              Title:
                Managing Member

            


    

    


    Section
      4 Agreed to:

    


    
      	
              /s/
                Richard J. DeCicco

            
	
              Richard
                DeCicco

            


    


    
      
        
        

      

      
        3