EXHIBIT 10.1

                                                                  EXECUTION COPY

                          SECURITIES EXCHANGE AGREEMENT

                                  BY AND AMONG

                           SOUTH BEACH SPIRITS, INC.,

                           ST. MARTIN POWERBOATS, LLC,

                                       AND

           PAUL SPIVAK, THE SOLE MEMBER OF ST. MARTIN POWERBOATS, LLC

                            DATED AS OF: JUNE 8, 2016

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                          SECURITIES EXCHANGE AGREEMENT

     This SECURITIES  EXCHANGE AGREEMENT (the "AGREEMENT"),  dated as of June 8,
2016,  is made by and among  SOUTH BEACH  SPIRITS,  INC.,  a Nevada  corporation
("SBES"), ST. MARTIN POWERBOATS,  LLC, an Ohio limited liability company ("SMP")
and PAUL SPIVAK,  the sole member of SMP (the  "MEMBER").  Each of SBES, SMP and
the Member are referred to herein  individually,  as a "PARTY" and collectively,
as the "PARTIES."

                                    RECITALS

     WHEREAS,  the  Member  owns one  hundred  percent  (100%) of the issued and
outstanding  limited  liability  company  membership  interests in SMP (the "SMP
INTERESTS"); and

     WHEREAS,  the  Member  has  agreed to sell,  transfer,  assign,  convey and
deliver  the SMP  Interests  to SBES,  and SBES has  agreed to  acquire  the SMP
Interests  from the Member in SMP in exchange  for the issuance to the Member of
such number of "restricted"  shares of common stock of SBES (the "SBES SHARES"),
which gives the Member  fifty-one  percent  (51%) of the issued and  outstanding
common stock of SBES after consummation of the transactions contemplated hereby,
all on the terms and conditions set forth in this Agreement.

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the  foregoing  premises,  and  the
covenants,  representations  and warranties set forth herein, and for other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged and accepted,  the Parties,  intending to be legally bound,  hereby
agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

For all purposes of and under this Agreement, the following terms shall have the
following respective meanings:

     "ACCREDITED  INVESTOR"  has the meaning set forth in Rule 501(a)  under the
Securities Act.

     "ACTION" means any action, suit, inquiry,  notice of violation,  proceeding
(including any partial proceeding such as a deposition) or investigation pending
or threatened before or by any court, arbitrator, governmental or administrative
agency,  regulatory authority (federal,  state, county, local or foreign), stock
market, stock exchange or trading facility.

     "AFFILIATE"  has the  meaning  set forth in Rule  12b-2 of the  regulations
promulgated under the Exchange Act.

     "AGREEMENT" has the meaning set forth in the preamble.

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     "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or a day on
which commercial banks in Miami, Florida are generally closed for business.

     "CLOSING" has the meaning set forth in SECTION 2.2.

     "CLOSING  DATE" has the meaning set forth in SECTION 2.2.  "CODE" means the
Internal Revenue Code of 1986, as amended.

     "CONTRACT" means any written or oral contract,  lease, license,  indenture,
note, bond, agreement, arrangement, understanding, permit, concession, franchise
or other instrument.

     "DAMAGES" has the meaning set forth in SECTION 11.2.

     "ENVIRONMENTAL LAWS" has the meaning set forth in SECTION 4.18.

     "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended.

     "EXCHANGE  ACT" means the Securities  Exchange Act of 1934, as amended,  or
any  similar  federal  statute,  and  the  rules  and  regulations  of  the  SEC
thereunder, all as the same will then be in effect

     "GAAP" means,  with respect to any Person,  generally  accepted  accounting
principles  in the U.S.  applied on a consistent  basis with such  Person's past
practices.

     "GOVERNMENTAL   AUTHORITY"  means  any  domestic  or  foreign,  federal  or
national,  state or  provincial,  municipal  or local  government,  governmental
authority,   regulatory  or  administrative  agency,   governmental  commission,
department,  board, bureau,  agency or instrumentality,  political  subdivision,
commission, court, tribunal, official, arbitrator or arbitral body.

     "HAZARDOUS   MATERIALS"   has  the  meaning  set  forth  in  SECTION  4.18.

     "INDEBTEDNESS"  means without  duplication,  (a) all  indebtedness or other
obligation of the Person for borrowed money,  whether  current,  short-term,  or
long-term,  secured or  unsecured;  (b) all  indebtedness  of the Person for the
deferred purchase price for purchases of property outside the Ordinary Course of
Business; (c) all lease obligations of the Person under leases which are capital
leases in  accordance  with GAAP;  (d) any  off-balance  sheet  financing of the
Person  including  synthetic  leases  and  project  financing;  (e) any  payment
obligations  of the  Person in  respect of  banker's  acceptances  or letters of
credit  (other than  stand-by  letters of credit in support of  ordinary  course
trade  payables);  (f) any liability of the Person with respect to interest rate
swaps, collars,  caps and similar hedging obligations;  (g) any liability of the
Person under  deferred  compensation  plans,  phantom stock plans,  severance or
bonus  plans,  or  similar   arrangements  made  payable  as  a  result  of  the
transactions  contemplated  herein; (h) any indebtedness  referred to in clauses
(a)  through (g) above of any other  Person  which is either  guaranteed  by, or
secured by a security  interest upon any property owned by, the Person;  and (i)

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accrued and unpaid  interest of, and prepayment  premiums,  penalties or similar
contractual  charges  arising as result of the discharge at Closing of, any such
foregoing obligation.

     "INDEMNIFIED PARTY" has the meaning set forth in SECTION 11.3.

     "INDEMNIFYING PARTY" has the meaning set forth in SECTION 11.3.

     "INTELLECTUAL  PROPERTY"  means all industrial and  intellectual  property,
including,   without  limitation,   all  U.S.  and  non-U.S.   patents,   patent
applications,  patent rights,  trademarks,  trademark  applications,  common law
trademarks,  Internet  domain names,  trade names,  service marks,  service mark
applications,  common law service marks, and the goodwill associated  therewith,
copyrights,  in both  published and  unpublished  works,  whether  registered or
unregistered,  copyright applications,  franchises,  licenses,  know-how,  trade
secrets,  technical data, designs,  customer lists, confidential and proprietary
information,   processes  and  formulae,   all  computer  software  programs  or
applications,  layouts, inventions,  development tools and all documentation and
media  constituting,  describing  or relating to the above,  including  manuals,
memoranda,  and records,  whether such  intellectual  property has been created,
applied for or obtained anywhere throughout the world.

     "KNOWLEDGE"  shall mean,  except as otherwise  explicitly  provided herein,
actual knowledge after reasonable investigation. SBES and SMP shall be deemed to
have  "Knowledge"  of a  matter  if any of its  officers,  directors,  managers,
members or employees has Knowledge of such matter.

     "LAWS" means,  with respect to any Person,  any U.S. or non-U.S.,  federal,
national, state, provincial, local, municipal,  international,  multinational or
other Law (including common law), constitution,  statute, code, ordinance, rule,
regulation or treaty applicable to such Person.

     "LIABILITY" means any liability (whether known or unknown, whether asserted
or unasserted,  whether  absolute or contingent,  whether  accrued or unaccrued,
whether liquidated or unliquidated, and whether due or to become due), including
any liability for Taxes.

     "LICENSE"  means  any  security  clearance,   permit,  license,   variance,
franchise,  Order,  approval,  consent,   certificate,   registration  or  other
authorization  of any  Governmental  Authority  or  regulatory  body,  and other
similar rights.

     "LIEN" means any mortgage, pledge, security interest,  encumbrance, lien or
charge of any kind, including, without limitation, any conditional sale or other
title retention agreement,  any lease in the nature thereof and the filing of or
agreement to give any financing  statement under the Uniform  Commercial Code of
any jurisdiction and including any lien or charge arising by Law.

     "MATERIAL  ADVERSE  EFFECT" means,  with respect to any Person,  a material
adverse  effect on the business,  financial  condition,  operations,  results of
operations, assets, customer, supplier or employee relations or future prospects
of such Person.

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     "MEMBER" has the meaning set forth in the preamble.

     "ORDER" means any order, judgment, ruling, injunction,  assessment,  award,
decree or writ of any Governmental Authority or regulatory body.

     "OPERATING AGREEMENT" has the meaning set forth in SECTION 4.6.

     "ORDINARY  COURSE OF  BUSINESS"  means  the  ordinary  course  of  business
consistent with past custom and practice (including with respect to quantity and
frequency).

     "PARTY"  and  "PARTIES"  have  the  respective  meanings  set  forth in the
preamble.

     "PERSON"  means  all  natural  persons,   corporations,   business  trusts,
associations,   companies,  partnerships,  limited  liability  companies,  joint
ventures and other entities, governments, agencies and political subdivisions.

     "PRINCIPAL  MARKET"  means the OTCPink  Market.

     "SBES" has the meaning set forth in the preamble.

     "SBES INDEMNIFIED PARTIES" means SBES and its respective Affiliates and the
officers, directors, employees, attorneys and agents of such Persons.

     "SBES MOST RECENT FISCAL YEAR END" means February 28, 2016.

     "SBES ORGANIZATIONAL DOCUMENTS" has the meaning set forth in SECTION 5.6.

     "SBES SHARES" has the meaning set forth in the recitals.

     "SEC" means the U.S. Securities and Exchange  Commission,  or any successor
agency thereto.

     "SEC REPORTS" has the meaning set forth in SECTION 5.18.

     "SECURITIES  ACT" means the  Securities  Act of 1933,  as  amended,  or any
similar  federal  statute,  and the rules and regulations of the SEC thereunder,
all as the same will be in effect at the time.

     "SMP" has the meaning set forth in the preamble.

     "SMP DISCLOSURE SCHEDULE" has the meaning set forth in ARTICLE IV.

     "SMP  INDEMNIFIED  PARTIES" means SMP and the Members and their  respective
Affiliates and the officers, managers,  employees,  attorneys and agents of such
Persons.

     "SMP INTERESTS" has the meaning set forth in the Recitals.

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     "SMP MOST RECENT FISCAL YEAR END" means December 31, 2015.

     "SMP ORGANIZATIONAL DOCUMENTS" has the meaning set forth in SECTION 4.6.

     "TAX  RETURN"  means  all  returns,   declarations,   reports,   estimates,
statements,  forms and other  documents filed with or supplied to or required to
be provided to a  Governmental  Authority  with respect to Taxes,  including any
schedule or attachment thereto and any amendment thereof.

     "TAX" or "TAXES"  means all  taxes,  assessments,  duties,  levies or other
charge imposed by any  Governmental  Authority of any kind  whatsoever  together
with any interest,  penalties,  fines or additions thereto and any liability for
payment  of taxes  whether  as a result of (i) being a member of an  affiliated,
consolidated,  combined,  unitary or similar group for any period,  (ii) any tax
sharing,  tax  indemnity or tax  allocation  agreement  or any other  express or
implied  agreement  to  indemnify  any Person,  (iii)  being  liable for another
Person's  taxes as a transferee or successor  otherwise for any period,  or (iv)
operation of Law.

     "THIRD PARTY" has the meaning set forth in SECTION 11.4(A).

     "TRANSACTION  DOCUMENTS"  means,  collectively,   this  Agreement  and  all
agreements,  certificates,  instruments  and other  documents to be executed and
delivered in connection with the transactions contemplated by this Agreement.

     "TREASURY   REGULATIONS"  means  the  income  tax  regulations,   including
temporary  regulations,  promulgated  under the Code, as such regulations may be
amended from time to time  (including  corresponding  provisions  of  succeeding
regulations).

     "U.S." means the United States of America.

                                   ARTICLE II
                          SECURITIES EXCHANGE; CLOSING

     SECTION  2.1  SECURITIES  EXCHANGE.  At  Closing,  the Member  shall  sell,
transfer, convey, assign and deliver the SMP Interests, representing one hundred
percent  (100%) all of the  issued and  outstanding  limited  liability  company
membership interests in SMP, to SBES, and in consideration therefor,  subject to
SECTION 2.2, SBES shall issue the SBES Shares,  representing  fifty-one  percent
(51%) of the issued and  outstanding  shares of SBES common  stock after  giving
effect to consummation of the transactions contemplated hereby, to the Member.

     SECTION 2.2 CLOSING.  Upon the terms and subject to the  conditions of this
Agreement, the transactions contemplated by this Agreement shall take place at a
closing (the "CLOSING") to be held by electronic or overnight  courier  exchange
of  documents  on a date  agreed to by the  Parties,  which  shall be within (5)
Business Days after  satisfaction  of all of the conditions to closing set forth
herein. The date the Closing occurs is referred to herein as the "CLOSING DATE."

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     SECTION 2.3 CLOSING DELIVERIES BY SBES. At Closing,  SBES shall deliver, or
cause to be delivered to the Member, as applicable,  (a) certificates evidencing
the SBES Shares  registered in the name of the Member;  (b) the  resignations of
Martin Ustin and Vincent Prince as directors and executive officers of SBES; (c)
the  appointment  of the Member as the sole director of SBES;  (d) a letter from
each  of  Martin  Ustin  and  Vincent  Prince  terminating  the  employment  and
consulting  agreements between SBES and them and/or their Affiliates and waiving
the right to receive any and all accrued but unpaid compensation thereunder; and
(e) such other  customary  closing  documents  and  certificates  as SMP and the
Member or their counsel may reasonably request

     SECTION 2.4 CLOSING DELIVERIES BY SMP AND MEMBERS. At Closing,  SMP and the
Member, as applicable,  shall deliver,  or cause to be delivered to SBES, (a) an
executed  transfer  power in form  and  substance  satisfactory  to SBES and its
counsel,  selling,  transferring,  assigning,  conveying  and  delivering  title
thereto to SBES; and (b) such other customary closing documents and certificates
as SBES or its counsel may reasonably request.

                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE MEMBER

     The Member hereby  represents and warrants to SBES that the statements made
in this  ARTICLE III are correct and  complete as of the date of this  Agreement
and as of the  Closing  Date  (except  where  another  date or period of time is
specifically stated herein for a representation or warranty).

     SECTION 3.1 AUTHORITY.  The Member has all requisite authority and power to
enter into and deliver this Agreement and any of the other Transaction Documents
to which the Member is a party, and any other certificate,  agreement,  document
or instrument to be executed and delivered by the Member in connection  with the
transactions  contemplated  hereby and thereby and to perform  his,  hers or its
obligations   hereunder  and  thereunder  and  to  consummate  the  transactions
contemplated  hereby  and  thereby.  This  Agreement  has been,  and each of the
Transaction  Documents to which such Member is a party will be, duly and validly
authorized and approved, executed and delivered by the Member.

     SECTION  3.2  BINDING   OBLIGATIONS.   Assuming  this   Agreement  and  the
Transaction  Documents  have  been duly and  validly  authorized,  executed  and
delivered  by the  parties  hereto  and  thereto  other  than the  Member,  this
Agreement and each of the  Transaction  Documents to which the Member is a party
are duly authorized,  executed and delivered by the Member,  and constitutes the
legal,  valid and binding  obligations  of the Member,  enforceable  against the
Member in accordance with their respective terms,  except as such enforcement is
limited by general equitable principles, or by bankruptcy,  insolvency and other
similar Laws affecting the enforcement of creditors rights generally.

     SECTION 3.3 NO  CONFLICTS.  Neither the execution or delivery by the Member
of this  Agreement or any  Transaction  Document to which the Member is a party,
nor  the   consummation  or  performance  by  the  Member  of  the  transactions
contemplated  hereby or thereby will,  directly or indirectly,  (a)  contravene,
conflict with, constitute a default (or an event or condition which, with notice

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or lapse of time or both,  would  constitute a default)  under, or result in the
termination or acceleration  of, any agreement or instrument to which the Member
is a party or by which the properties or assets of the Member are bound;  or (b)
contravene,  conflict with, result in any breach of, or constitute a default (or
an event  that with  notice  or lapse of time or both  would  become a  default)
under,  impair the rights of the Member under,  or alter the  obligations of any
Person under, or create in any Person the right to terminate,  amend, accelerate
or  cancel,  or require  any  notice,  report or other  filing  (whether  with a
Governmental  Authority  or any  other  Person)  pursuant  to,  or result in the
creation of a Lien on any of the assets or  properties  of SMP under,  any note,
bond,  mortgage,  indenture,  Contract,  License,  permit,  franchise  or  other
instrument  or  obligation to which the Member is a party or any of the Member's
assets and properties are bound or affected, except for any such contraventions,
conflicts,  violations, or other occurrences as could not reasonably be expected
to have a Material Adverse Effect on the Member.

     SECTION 3.4  OWNERSHIP OF SMP  INTERESTS.  The Member  owns,  of record and
beneficially,  and has good,  valid and  indefeasible  title to and the right to
transfer to SBES pursuant to this Agreement,  the SMP Interests,  free and clear
of any and all Liens. There are no options,  rights, voting trusts,  shareholder
agreements  or any other  Contracts or  understandings  to which the Member is a
party or by which the Member or the SMP  Interests are bound with respect to the
issuance,  sale, transfer,  voting or registration of the SMP Interests.  At the
Closing Date,  SBES will acquire  good,  valid and  marketable  title to the SMP
Interests free and clear of any and all Liens.

     SECTION 3.5 CERTAIN PROCEEDINGS.  There is no Action pending against, or to
the Knowledge of the Member,  threatened against or affecting, the Member by any
Governmental  Authority  or  other  Person  with  respect  to  the  Member  that
challenges,  or may have the effect of preventing,  delaying, making illegal, or
otherwise  interfering  with,  any  of the  transactions  contemplated  by  this
Agreement.

     SECTION  3.6 NO BROKERS OR  FINDERS.  No Person  has, or as a result of the
transactions contemplated herein will have, any right or valid claim against the
Member for any SEC, fee or other  compensation as a finder or broker,  or in any
similar capacity, based upon arrangements made by or on behalf of the Member and
the Member  will  indemnify  and hold SBES  harmless  against any  liability  or
expense arising out of, or in connection with, any such claim.

     SECTION 3.7 INVESTMENT REPRESENTATIONS.

     (A) PURCHASE  ENTIRELY FOR OWN  ACCOUNT.  The Member is acquiring  the SBES
Shares  proposed to be acquired  hereunder for  investment  for the Member's own
account and not with a view to the resale or  distribution  of any part thereof,
and the Member has no present  intention  of selling or  otherwise  distributing
such SBES Shares, except in compliance with applicable securities Laws.

     (B) RESTRICTED SECURITIES.  The Member understands that the SBES Shares are
characterized  as "RESTRICTED  SECURITIES"  under the Securities Act inasmuch as

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this Agreement contemplates that, if acquired by the Member pursuant hereto, the
SBES Shares would be acquired in a transaction not involving a public  offering.
The issuance of the SBES Shares  hereunder is being effected in reliance upon an
exemption from  registration  afforded  under Section  4(a)(2) of the Securities
Act. The Member further  acknowledges  that if the SBES Shares are issued to the
Member in accordance with the provisions of this Agreement,  the SBES Shares may
not be resold without  registration under the Securities Act or the existence of
an exemption therefrom.  The Member represents that he is familiar with Rule 144
promulgated  under the Securities  Act, as presently in effect,  and understands
the resale limitations  imposed thereby,  and specifically those in subparagraph
(i) thereof, and by the Securities Act.

     (C)  ACKNOWLEDGMENT OF  NON-REGISTRATION.The  Member understands and agrees
that the SBES  Shares  to be issued  pursuant  to this  Agreement  have not been
registered  under the Securities Act or the securities  Laws of any state of the
U.S.

     (D) STATUS.  By  executing of this  Agreement,  the Member  represents  and
warrants  to  SBES  that  the  Member  is an  Accredited  Investor.  The  Member
understands  that the SBES  Shares are being  offered  and sold to the Member in
reliance  upon  the  truth  and  accuracy  of the  representations,  warranties,
agreements,  acknowledgments and understandings of the Members set forth in this
Agreement,  in order that SBES may determine the  applicability and availability
of the exemptions from registration of the SBES Shares on which SBES is relying.

     (E) ADDITIONAL  REPRESENTATIONS,  WARRANTIES AND COVENANTS.  The Member (i)
consents  to the  placement  of a legend on any  certificate  or other  document
evidencing  the SBES  Shares  substantially  in the form  set  forth in  SECTION
3.8(A);  (ii) has sufficient  knowledge and  experience in finance,  securities,
investments  and other  business  matters to be able to protect his interests in
connection  with the  transactions  contemplated  by this  Agreement;  (iii) has
consulted,  to the extent  that he has deemed  necessary,  with his tax,  legal,
accounting and financial advisors  concerning its acquisition of the SBES Shares
and can afford to bear such risks for an indefinite  period of time,  including,
without limitation, the risk of losing its entire investment in the SBES Shares;
(iv) has had  access to the SEC  Reports;  (vi) has been  furnished  during  the
course of the transactions  contemplated by this Agreement with all other public
information  regarding  SBES that such the  Member  has  requested  and all such
public  information  is  sufficient  for the  Member  to  evaluate  the risks of
acquiring  the SBES  Shares;  (vii) has been  afforded  the  opportunity  to ask
questions of and receive answers concerning SBES and the terms and conditions of
the  issuance of the SBES Shares;  (viii) is not relying on any  representations
and warranties concerning SBES made by SBES or any officer, employee or agent of
SBES, other than those contained in this Agreement or the SEC Reports; (ix) will
not sell or otherwise  transfer the SBES Shares,  unless either (A) the transfer
of the SBES Shares is registered  under the Securities  Act; or (B) an exemption
from  registration  of  the  SBES  Shares  is  available;  (x)  understands  and
acknowledges  that SBES is under no  obligation  to register the SBES Shares for
sale under the  Securities  Act; (xi)  represents  and warrants that the address
furnished to SBES is the principal  residence of the Member;  (xii)  understands
and  acknowledges  that the SBES Shares have not been recommended by any federal
or state  securities  commission  or  regulatory  authority,  that the foregoing
authorities  have not confirmed  the accuracy or determined  the adequacy of any
information  concerning  SBES that has been  supplied to the Member and that any
representation  to the contrary is a criminal offense;  and (xiii)  acknowledges

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that the  representations,  warranties and agreements  made by the Member herein
shall survive the execution and delivery of this  Agreement and the  acquisition
of the SBES Shares.

     (F) CONSENT.  The Member  understands and acknowledges that SBES may refuse
to transfer the SBES Shares, unless the Member complies with SECTION 3.7 and any
other restrictions on  transferability  set forth herein. The Member consents to
SBES  making a notation on its records or giving  instructions  to any  transfer
agent of SBES Shares in order to implement the  restrictions  on transfer of the
SBES Shares.

     SECTION 3.8 STOCK LEGENDS. The Member hereby agrees with SBES as follows:

     (a) The certificates evidencing the SBES Shares and each certificate issued
in transfer thereof, will bear the following or similar legend:

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE
SECURITIES  LAWS AND NEITHER SUCH  SECURITIES  NOR ANY  INTEREST  THEREIN MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO
AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT AND APPLICABLE
STATE  SECURITIES  LAWS OR (2)  PURSUANT  TO AN  AVAILABLE  EXEMPTION  FROM  THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS,  IN WHICH CASE THE HOLDER  MUST,  PRIOR TO SUCH  TRANSFER,  FURNISH TO THE
COMPANY AN  OPINION  OF  COUNSEL,  WHICH  COUNSEL  AND  OPINION  ARE  REASONABLY
SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR  OTHERWISE  TRANSFERRED  IN THE MANNER  CONTEMPLATED  PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS.

     (b) The  certificates  representing  the SBES Shares,  and each certificate
issued in transfer  thereof,  will also bear any other legend required under any
applicable Law,  including,  without  limitation,  any state corporate and state
securities Law, or Contract.

     SECTION  3.9  DISCLOSURE.  No  representation  or  warranty  of the  Member
contained in this Agreement or any other  Transaction  Document and no statement
or  disclosure  made by or on behalf  of the  Member  to SBES  pursuant  to this
Agreement  or  any  other  agreement  contemplated  herein  contains  an  untrue
statement of a material fact or omits to state a material fact necessary to make
the statements contained herein or therein not misleading.

                                   ARTICLE IV
                      REPRESENTATIONS AND WARRANTIES OF SMP

     SMP hereby  represents and warrants to SBES,  subject to the exceptions and
qualifications  specifically set forth or disclosed in writing in the disclosure

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schedule  delivered by SMP and the Member to SBES  simultaneously  herewith (the
"SMP DISCLOSURE  SCHEDULE") that the statements contained in this ARTICLE IV are
correct and complete as of the date of this Agreement and as of the Closing Date
(except where another date or period of time is specifically stated herein for a
representation or warranty).

     SECTION 4.1  ORGANIZATION  AND  QUALIFICATION.  SMP is a limited  liability
company duly organized,  validly existing and in good standing under the Laws of
the  jurisdiction  of its  incorporation  or  organization,  has  all  requisite
corporate authority and power, Licenses, authorizations,  consents and approvals
to carry on its business as presently conducted and to own, hold and operate its
properties  and  assets  as now  owned,  held and  operated  by it,  and is duly
qualified to do business and in good standing in each  jurisdiction in which the
failure to be so qualified would not reasonably be expected,  individually or in
the aggregate, to have a Material Adverse Effect on SMP.

     SECTION 4.2 AUTHORITY. SMP has have all requisite authority and power (as a
limited liability company and otherwise), Licenses, authorizations, consents and
approvals  to  enter  into  and  deliver  this  Agreement  and any of the  other
Transaction  Documents  to  which  SMP is a  party  and any  other  certificate,
agreement,  document  or  instrument  to be  executed  and  delivered  by SMP in
connection with the transactions  contemplated hereby and thereby and to perform
its  obligations  hereunder and thereunder  and to consummate  the  transactions
contemplated  hereby and thereby.  The execution and delivery of this  Agreement
and the other  Transaction  Documents by SMP and the  performance  by SMP of its
obligations  hereunder  and  thereunder  and  the  consummation  by  SMP  of the
transactions  contemplated  hereby and thereby have been duly  authorized by all
necessary  action on the part of SMP.  SMP does not need to give any  notice to,
make any filing with,  or obtain any  authorization,  consent or approval of any
Person or Governmental Authority in order for the Parties to execute, deliver or
perform this Agreement or the transactions  contemplated  hereby. This Agreement
has been, and each of the Transaction Documents to which SMP is a party will be,
duly and validly authorized and approved, executed and delivered by SMP.

     SECTION  4.3  BINDING   OBLIGATIONS.   Assuming  this   Agreement  and  the
Transaction  Documents  have  been duly and  validly  authorized,  executed  and
delivered by the parties  hereto and thereto other than SMP, this  Agreement and
each of the Transaction  Documents to which SMP is a party are duly  authorized,
executed  and  delivered  by SMP and  constitutes  the legal,  valid and binding
obligations of SMP enforceable  against SMP in accordance with their  respective
terms, except as such enforcement is limited by general equitable principles, or
by bankruptcy,  insolvency  and other similar Laws affecting the  enforcement of
creditors rights generally.

     SECTION 4.4 NO CONFLICTS.  Neither the execution nor the delivery by SMP of
this  Agreement  or any  Transaction  Document to which SMP is a party,  nor the
consummation or performance by SMP of the  transactions  contemplated  hereby or
thereby will, directly or indirectly,  (a) contravene,  conflict with, or result
in a  violation  of any  provision  of the  SMP  Organizational  Documents;  (b)
contravene,  conflict with or result in a violation of any Law, Order, charge or
other  restriction  or decree  applicable  to SMP, or by which SMP or any of its
respective  assets  and  properties  are bound or  affected,  including  without

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limitation,  applicable  rules and  regulations of the TTB relating to reporting
requirements,  product and label registrations and other distillery  operations;
(c) contravene,  conflict with, result in any breach of, or constitute a default
(or an event that with  notice or lapse of time or both would  become a default)
under,  impair the rights of SMP under,  or alter the  obligations of any Person
under,  or create in any Person the right to  terminate,  amend,  accelerate  or
cancel,  or  require  any  notice,  report  or  other  filing  (whether  with  a
Governmental  Authority  or any  other  Person)  pursuant  to,  or result in the
creation of a Lien on any of the assets or  properties  of SMP under,  any note,
bond,  mortgage,  indenture,  Contract,  License,  permit,  franchise  or  other
instrument  or  obligation to which SMP is a party or by which SMP or any of its
respective  assets and  properties  are bound or  affected;  or (d)  contravene,
conflict  with,  or result in a violation of, the terms or  requirements  of, or
give any Governmental Authority the right to revoke, withdraw,  suspend, cancel,
terminate  or  modify,  any  licenses,   permits,   authorizations,   approvals,
franchises or other rights held by SMP or that otherwise  relate to the business
of, or any of the  properties  or assets owned or used by, SMP,  except,  in the
case of  clauses  (b),  (c) or  (d),  for any  such  contraventions,  conflicts,
violations,  or other occurrences as would not have a Material Adverse Effect on
SMP.

     SECTION 4.5  SUBSIDIARIES.  SMP does not own,  directly or indirectly,  any
equity  or other  ownership  interest  in any  corporation,  partnership,  joint
venture  or  other  entity  or  enterprise.  There  are no  Contracts  or  other
obligations  (contingent or otherwise) of SMP to retire,  repurchase,  redeem or
otherwise acquire any outstanding shares of capital stock of, or other ownership
interests in, any other Person or to provide funds to or make any investment (in
the form of a loan, capital contribution or otherwise) in any other Person.

     SECTION 4.6 ORGANIZATIONAL  DOCUMENTS.  SMP has delivered or made available
to SBES true and  correct  copies of the  Articles of  Organization  and limited
liability company operating agreement of SMP (the "OPERATING AGREEMENT") and any
other organizational documents of SMP, each as amended, and each such instrument
is in full force and effect (the "SMP ORGANIZATIONAL DOCUMENTS").  SMP is not in
violation of any of the provisions of the SMP Organizational Documents.

     SECTION  4.7  CAPITALIZATION.  Except  for the SMP  Interests,  no  limited
liability company  membership  interests or other securities of SMP were issued,
reserved  for  issuance  or  outstanding.  Except as set forth in the  Operating
Agreement or as contemplated by this Agreement,  there are no options, warrants,
rights,   convertible  or  exchangeable  securities,   commitments,   Contracts,
arrangements or undertakings of any kind to which SMP or any of its members is a
party or by which it or they are bound (a) obligating  SMP to issue,  deliver or
sell, or cause to be issued,  delivered or sold,  equity or profit interests in,
or any security convertible or exercisable for or exchangeable into an equity or
profit  interest in, SMP; (b)  obligating SMP to issue,  grant,  extend or enter
into any such option,  warrant,  call, right,  security,  commitment,  Contract,
arrangement or undertaking; or (c) that give any Person the right to receive any
economic  benefit or right similar to or derived from the economic  benefits and
rights  occurring  to  holders  of the  capital  stock of SMP.  There are no (x)
outstanding purchase options, call options, rights of first refusal,  preemptive
rights,  subscription right or any similar rights relating to securities of SMP;
or (y) Contracts or other obligations of SMP to repurchase,  redeem or otherwise
acquire any securities of SMP.

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<PAGE>
     SECTION  4.8 NO BROKERS OR  FINDERS.  No Person  has, or as a result of the
transactions contemplated herein will have, any right or valid claim against SMP
for any commission,  fee or other  compensation as a finder or broker, or in any
similar  capacity,  based upon arrangements made by or on behalf of SMP, and SMP
will indemnify and hold SBES harmless  against any liability or expense  arising
out of, or in connection with, any such claim.

     SECTION 4.9  COMPLIANCE  WITH LAWS. The business and operations of SMP have
been and are being  conducted in accordance with all applicable Laws and Orders.
SMP is not conflict with, or in default or violation of and, to the Knowledge of
SMP, is not under  investigation  with respect to and has not been threatened to
be charged with or given notice of any  violation of or default  under,  any (a)
Law,  rule,  regulation,  judgment  or  Order;  or  (b)  note,  bond,  mortgage,
indenture,   Contract,   License,  permit,  franchise  or  other  instrument  or
obligation  to which  SMP is a party or by which  SMP or any of its  assets  and
properties  are bound or  affected.  There is no  agreement,  judgment  or Order
binding upon SMP which has, or could  reasonably be expected to have, the effect
of  prohibiting  or  materially  impairing  any business  practice of SMP or the
conduct of  business  by SMP as  currently  conducted.  SMP has filed all forms,
reports and documents  required to be filed with any Governmental  Authority and
SMP has made  available  such forms,  reports and documents to SBES. As of their
respective  dates,  such forms,  reports and documents  complied in all material
respects with the applicable  requirements  pertaining  thereto and none of such
forms,  reports and documents contain any untrue statement of a material fact or
omit to state a material  fact  required to be stated  therein or  necessary  in
order to make the statements  therein,  in the light of the circumstances  under
which they were made, not misleading.

     SECTION 4.10 CERTAIN PROCEEDINGS. There is no Action pending against, or to
the Knowledge of SMP,  threatened against or affecting,  SMP by any Governmental
Authority  or  other  Person  with  respect  to  SMP  or its  business  or  that
challenges,  or may have the effect of preventing,  delaying, making illegal, or
otherwise  interfering  with,  any  of the  transactions  contemplated  by  this
Agreement. SMP, or to the Knowledge of SMP, has not been a party to any material
litigation  or,  within  the past two (2)  years,  the  subject of any threat of
material  litigation  (litigation  shall be deemed  "MATERIAL"  if the amount at
issue exceeds the lesser of $10,000 per matter or $25,000 in the aggregate). SMP
is not in  violation of and, to the  Knowledge  of SMP and the  Members,  is not
under  investigation  with respect to and has not been  threatened to be charged
with or given notice of any violation of, any applicable Law, rule,  regulation,
judgment or Order.  Neither  SMP nor any past or present  manager or officer (in
his or her  capacity  as such) or  Affiliate,  is or has been the subject of any
civil,  criminal,  or administrative Action involving a claim or violation of or
liability  under  federal  or  state  securities  laws or a claim of  breach  of
fiduciary  duty.  Neither SMP nor any past or present manager or officer (in his
or her capacity as such) or Affiliate, have any reason to believe that they will
be the subject of any civil,  criminal,  or  administrative  Action  involving a
claim or violation of or liability  under federal or state  securities laws or a
claim of breach of fiduciary  duty.  Neither SMP nor any past or present manager
or officer  (in his or her  capacity as such) or  affiliate,  have any reason to
believe that they will be the subject of any civil,  criminal, or administrative
Action brought by any federal or state agency.

                                       13
<PAGE>
     SECTION  4.11  CONTRACTS.  Except as set forth in  SECTION  4.11 of the SMP
Disclosure  Schedule,  there are no Contracts that are material to the business,
properties, assets, condition (financial or otherwise), results of operations or
prospects of SMP. SMP is not in violation of or in default under (nor does there
exist any condition which upon the passage of time or the giving of notice would
cause such a violation of or default  under) any Contract to which it is a party
or to which  it or any of its  properties  or  assets  is  subject,  except  for
violations  or  defaults  that  would  not,  individually  or in the  aggregate,
reasonably be expected to result in a Material Adverse Effect of SMP.

     SECTION 4.12 FINANCIAL STATEMENTS AND TAX MATTERS.

     (A) FINANCIAL STATEMENTS; BOOKS AND RECORDS; ACCOUNTS RECEIVABLE.

     (i) SMP has delivered to SBES the financial  statements attached as SECTION
4.12  of the SMP  Disclosure  Schedule  s  SECTION  4.12  of the SMP  Disclosure
Schedule (the "SMP FINANCIAL  STATEMENTS").  The SMP Financial  Statements  have
been  prepared on an accrual basis and fairly  present in all material  respects
the financial position of SMP as of and for the dates thereof and the results of
operations  for the periods then ended.  Within seventy (70) days of the Closing
Date,  the Member shall cause to be delivered to SBES,  for filing as part of an
amendment to SBES's Current Report on Form 8-K with respect to the  transactions
contemplated by this Agreement,  audited annual and unaudited  interim financial
statements  of SMP,  for the  periods  and  meeting  the  applicable  accounting
requirements  of the SEC, as provided in the  instructions  to Current Report on
Form 8-K.

     (ii) The books and records of SMP are  complete and correct in all material
respects and have been  maintained in accordance  with sound business  practices
consistent with industry standards.

     (iii) The accounts receivable of SMP are reflected on the books and records
of SMP and  represent  valid  obligations  arising  from the sale of products or
performance of services in the Ordinary Course of Business.  To the Knowledge of
SMP, the accounts  receivable are current and  collectible net of the respective
reserves  established  on SMP's  books  and  records  in  accordance  with  past
practices  consistently  applied.  To the Knowledge of SMP, there is no contest,
claim or right of set-off  under any  Contract  relating to accounts  receivable
with respect to the amount or validity of such accounts receivable.

     (B) ABSENCE OF CERTAIN CHANGES.  Since the date of the latest balance sheet
included in the SMP Financial Statements, SMP has been operated, in the ordinary
course and consistent with past practice and, in any event,  there has not been:
(i) any  material  adverse  change  in the  business,  condition  (financial  or
otherwise), operations, results of operations or prospects of SMP; (ii) any loss
or, to the Knowledge of SMP, threatened or contemplated loss, of business of any
customers or suppliers of SMP which,  individually  or in the  aggregate,  could

                                       14
<PAGE>
reasonably be expected to have a Material Adverse Effect on SMP; (iii) any loss,
damage,  condemnation or destruction to any of the properties of SMP (whether or
not covered by insurance);  (iv) any borrowings by SMP other than trade payables
arising  in the  ordinary  course  of the  business  and  consistent  with  past
practice;  or (v) any sale,  transfer or other  disposition of any of the assets
other than in the  ordinary  course of the  business  and  consistent  with past
practice.

     (C) TAX  RETURNS.  SMP has filed all Tax  Returns  required to be filed (if
any) by or on behalf of SMP and has paid all Taxes of SMP  required to have been
paid (whether or not reflected on any Tax Return). No Governmental  Authority in
any jurisdiction has made a claim, assertion or threat to SMP that SMP is or may
be subject to taxation by such jurisdiction;  there are no Liens with respect to
Taxes on SMP's  property or assets;  and there are no Tax rulings,  requests for
rulings,  or closing agreements  relating to SMP for any period (or portion of a
period) that would affect any period after the date hereof.  (D) NO ADJUSTMENTS,
CHANGES.  Neither SMP nor any other  Person on behalf of SMP (a) has executed or
entered  into a closing  agreement  pursuant to Section  7121 of the Code or any
predecessor  provision  thereof  or any  similar  provision  of state,  local or
foreign  law;  or (b) has  agreed  to or is  required  to make  any  adjustments
pursuant to Section 481(a) of the Code or any similar provision of state,  local
or foreign law.

     (E) NO DISPUTES.  There is no pending  audit,  examination,  investigation,
dispute,  proceeding  or claim with respect to any Taxes of SMP, nor is any such
claim or  dispute  pending  or  contemplated.  SMP has  delivered  to SBES true,
correct  and  complete  copies of all Tax Returns  and  examination  reports and
statements of deficiencies  assessed or asserted against or agreed to by SMP, if
any,  since its  inception  and any and all  correspondence  with respect to the
foregoing.

     SECTION  4.13  INTERNAL  ACCOUNTING  CONTROLS.  SMP  maintains  a system of
internal accounting controls sufficient to provide reasonable assurance that (a)
transactions  are executed in accordance with  management's  general or specific
authorizations; (b) transactions are recorded as necessary to permit preparation
of  financial  statements  in  conformity  with  generally  accepted  accounting
principles  and to  maintain  asset  accountability;  (c)  access  to  assets is
permitted   only  in   accordance   with   management's   general  or   specific
authorization;  and (d) the recorded  accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect  to  any  differences.  SMP  has  established  disclosure  controls  and
procedures  for SMP and designed  such  disclosure  controls and  procedures  to
ensure that material  information  relating to SMP is made known to the officers
by others within SMP.  SMP's officers have  evaluated the  effectiveness  of the
SMP's  controls and  procedures.  Since SMP's Most Recent Fiscal Year End, there
have been no significant changes in SMP's internal controls or, to the Knowledge
of SMP,  in  other  factors  that  could  significantly  affect  SMP's  internal
controls.

                                       15
<PAGE>
     SECTION 4.14 LABOR MATTERS.

     (a) There are no collective  bargaining or other labor union  agreements to
which SMP is a party or by which it is bound.  No material  labor dispute exists
or, to the Knowledge of SMP and the Members,  is imminent with respect to any of
the employees of SMP.

     (b) SMP is in full  compliance with all Laws regarding  employment,  wages,
hours, benefits, equal opportunity, collective bargaining, the payment of Social
Security and other taxes, and occupational  safety and health. SMP is not liable
for the payment of any compensation,  damages,  taxes, fines, penalties or other
amounts,  however  designated,  for failure to comply with any of the  foregoing
Laws.

     (c) No manager,  officer or employee of SMP is a party to, or is  otherwise
bound by,  any  Contract  (including  any  confidentiality,  non-competition  or
proprietary  rights  agreement)  with any other Person that in any way adversely
affects or will materially  affect (i) the performance of his or her duties as a
manager,  officer or  employee of SMP; or (ii) the ability of SMP to conduct its
business.  Each employee of SMP is employed on an at-will basis and the SMP does
not have any Contract with any of its employees  which would  interfere with its
ability to discharge its employees.

     SECTION 4.15 EMPLOYEE BENEFITS.

     (a) SMP does  not,  and  since  its  inception  never  has,  maintained  or
contributed  to any  bonus,  pension,  profit  sharing,  deferred  compensation,
incentive compensation,  stock ownership,  stock purchase, stock option, phantom
stock,   retirement,    vacation,   severance,    disability,   death   benefit,
hospitalization, medical or other plan, arrangement or understanding (whether or
not legally  binding)  providing  benefits  to any  current or former  employee,
officer  or  director  of  SMP.  There  are  not  any  employment,   consulting,
indemnification, severance or termination agreements or arrangements between SMP
and any current or former  employee,  officer or  director of SMP,  nor does SMP
have any  general  severance  plan or  policy.

     (b) SMP does  not,  and  since  its  inception  never  has,  maintained  or
contributed to any "EMPLOYEE  PENSION BENEFIT PLANS" (as defined in Section 3(2)
of ERISA),  "EMPLOYEE  WELFARE  BENEFIT  PLANS" (as  defined in Section  3(1) of
ERISA)  or any other  benefit  plan for the  benefit  of any  current  or former
employees, consultants, officers or directors of SMP.

     (c) Neither the consummation of the transactions contemplated hereby alone,
nor in combination  with another event,  with respect to each manager,  officer,
employee  and  consultant  of SMP,  will result in (i) any  payment  (including,
without  limitation,  severance,  unemployment  compensation  or bonus payments)
becoming  due from SMP;  (ii) any  increase  in the  amount of  compensation  or
benefits  payable  to any such  individual;  or (iii)  any  acceleration  of the
vesting or timing of payment of compensation payable to any such individual.  No
arrangement  or other Contract of SMP provides  benefits or payments  contingent
upon,  triggered  by, or increased  as a result of a change in the  ownership or
effective control of SMP.

                                       16
<PAGE>
     SECTION  4.16  TITLE TO  ASSETS.  SMP has  sufficient  title  to,  or valid
leasehold  interests in, all of its properties and assets used in the conduct of
its businesses. All such assets and properties, other than assets and properties
in which SMP has leasehold  interests,  are free and clear of all Liens,  except
for Liens that, in the aggregate,  do not and will not materially interfere with
the ability of SMP to conduct business as currently conducted.

     SECTION 4.17  INTELLECTUAL  PROPERTY.  SECTION  4.17 of the SMP  Disclosure
Schedule sets forth a true and correct list of Intellectual Property used by SMP
n its business as presently conducted, which constitutes all of the Intellectual
Property  needed by SMP to operate its business as presently  conducted.  SMP is
the  sole and  exclusive  owner of or has a  license  or other  right to sue the
Intellectual Property, free and clear of any Liens and, to the Knowledge of SMP,
any  infringing  or  diluting  uses  thereof by third  parties.  SMP has neither
abandoned nor granted any license,  permit or other consent or  authorization to
any third party to use any of the Intellectual Property None of the Intellectual
Property is subject to any outstanding  order,  decree,  judgment,  stipulation,
injunction or restriction or agreement  restricting the scope or use thereof. To
the  Knowledge  of  SMP,  none of the  Intellectual  Property  infringes  on any
trademarks, Internet domain names, copyrights or any other intellectual property
rights of any kind of any third party.

     SECTION  4.18  ENVIRONMENTAL  LAWS.  SMP  (a)  is in  compliance  with  all
Environmental Laws; (b) has received all Licenses or other approvals required of
it under applicable  Environmental  Laws to conduct its business;  and (c) is in
compliance  with all terms and conditions of any such License or approval where,
in each of the  foregoing  clauses  (a),  (b) and (c),  the failure to so comply
could be  reasonably  expected  to have,  individually  or in the  aggregate,  a
Material Adverse Effect on SMP. The term "ENVIRONMENTAL LAWS" means all federal,
state, local or foreign laws relating to pollution or protection of human health
or the environment (including,  without limitation,  ambient air, surface water,
groundwater,  land surface or subsurface strata), including, without limitation,
laws  relating to  emissions,  discharges,  releases or  threatened  releases of
chemicals, pollutants,  contaminants, or toxic or hazardous substances or wastes
(collectively,   "HAZARDOUS  MATERIALS")  into  the  environment,  or  otherwise
relating to the manufacture,  processing, distribution, use, treatment, storage,
disposal,  transport  or  handling  of  Hazardous  Materials,  as  well  as  all
authorizations,   codes,  decrees,  demands  or  demand  letters,   injunctions,
judgments,  Licenses,  notices  or notice  letters,  Orders,  permits,  plans or
regulations issued, entered, promulgated or approved thereunder.

     SECTION 4.19  TRANSACTIONS  WITH  AFFILIATES AND  EMPLOYEES.  Except as set
forth in the SMP  Financial  Statements  or SECTION  4.19 of the SMP  Disclosure
Schedule, no member, manager, officer or employee of SMP or any Affiliate of any
such Person,  has or has had, either directly or indirectly,  an interest in any
transaction with SMP (other than for services as managers,  directors,  officers
and employees),  including any Contract or other  arrangement  providing for the
furnishing  of  services  to or by,  providing  for  rental of real or  personal
property to or from, or otherwise  requiring payments to or from any such Person
or, to the Knowledge of SMP and the Members, any entity in which any such Person
has an interest or is a director, manager, officer, trustee or partner.

     SECTION  4.20  LIABILITIES.  SMP has no  Liability  (and there is no Action
pending, or to the Knowledge of SMP and the members, threatened against SMP that

                                       17
<PAGE>
would  reasonably  be  expected  to give  rise to any  Liability).  SMP is not a
guarantor nor is it otherwise liable for any Liability or obligation  (including
Indebtedness) of any other Person.

     SECTION  4.21  ABSENCE  OF CERTAIN  CHANGES  OR EVENTS.  Since the SMP Most
Recent  Fiscal  Year End (a) SMP has  conducted  its  business  only in Ordinary
Course  of  Business;  and (b)  there  has not been any  change  in the  assets,
Liabilities,  financial  condition  or  operating  results of SMP since,  except
changes  in the  Ordinary  Course  of  Business  that  have not  caused,  in the
aggregate, a Material Adverse Effect on SMP. SMP has not taken any steps to seek
protection  pursuant to any Law or statute  relating to bankruptcy,  insolvency,
reorganization,  receivership,  liquidation or winding up, nor does SMP have any
Knowledge  or reason to believe that any of SMP's  creditors  intend to initiate
involuntary  bankruptcy  proceedings  or any actual  knowledge of any fact which
would reasonably lead a creditor to do so.

     SECTION 4.22 DISCLOSURE.  No representation or warranty of SMP contained in
this  Agreement  and no statement or  disclosure  made by or on behalf of SMP to
SBES  pursuant to this  Agreement  or any other  agreement  contemplated  herein
contains  an untrue  statement  of a material  fact or omits to state a material
fact  necessary  to  make  the  statements   contained  herein  or  therein  not
misleading.

                                    ARTICLE V
                     REPRESENTATIONS AND WARRANTIES OF SBES

     SBES hereby  represents  and warrant to SMP and the Member,  subject to the
exceptions and qualifications  specifically set forth or disclosed in writing in
the SEC Reports, that the statements contained in this ARTICLE V are correct and
complete as of the Closing Date.

     SECTION 5.1  ORGANIZATION  AND  QUALIFICATION.  SBES is a corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  Laws  of the
jurisdiction of its  incorporation,  has all requisite  corporate  authority and
power, Licenses, authorizations, consents and approvals to carry on its business
as presently conducted and to own, hold and operate its properties and assets as
now owned,  held and operated by it, and is duly qualified to do business and in
good standing in each jurisdiction in which the failure to be so qualified would
not reasonably be expected, individually or in the aggregate, to have a Material
Adverse  Effect on SBES.  The SBES  Shares are  presently  quoted on the OTCPink
Market  maintained  by OTC  Markets,  Inc. and SBES is not subject to any notice
that it no longer  qualified  for such  quotation  or that it has  received  any
notice  from  the  SEC  that  it has or  will  commence,  institute  or  bring a
proceeding pursuant to Section 12(j) of the Exchange Act.

     SECTION  5.2  AUTHORITY.  SBES  has  all  requisite  authority  and  power,
Licenses, authorizations,  consents and approvals to enter into and deliver this
Agreement  and any of the other  Transaction  Documents to which SBES is a party
and any other certificate,  agreement, document or instrument to be executed and
delivered by SBES in connection with the  transactions  contemplated  hereby and
thereby and to perform their respective obligations hereunder and thereunder and
to consummate the transactions  contemplated  hereby and thereby.  The execution
and delivery of this Agreement and the other  Transaction  Documents by SBES and
the performance by SBES of its respective  obligations  hereunder and thereunder

                                       18
<PAGE>
and the consummation by SBES of the transactions contemplated hereby and thereby
have been duly  authorized by all necessary  action on the part of SBES. SBES is
not  required  to give any  notice  to,  make any  filing  with,  or obtain  any
authorization,  consent or approval of any Person or  Governmental  Authority in
order for the  Parties to  execute,  deliver or perform  this  Agreement  or the
transactions  contemplated  hereby.  This  Agreement  has been,  and each of the
Transaction  Documents  to  which  SBES is a party  will be,  duly  and  validly
authorized and approved, executed and delivered by SBES.

     SECTION  5.3  BINDING   OBLIGATIONS.   Assuming  this   Agreement  and  the
Transaction  Documents  have  been duly and  validly  authorized,  executed  and
delivered by the parties hereto and thereto other than SBES,  this Agreement and
each of the Transaction  Documents to which SBES is a party are duly authorized,
executed and  delivered  by SBES and  constitutes  the legal,  valid and binding
obligations of SBES enforceable against SBES in accordance with their respective
terms, except as such enforcement is limited by general equitable principles, or
by bankruptcy,  insolvency  and other similar Laws affecting the  enforcement of
creditors rights generally.

     SECTION 5.4 NO CONFLICTS. Neither the execution nor the delivery by SBES of
this  Agreement or any  Transaction  Document to which SBES is a party,  nor the
consummation or performance by SBES of the transactions  contemplated  hereby or
thereby will,  directly or indirectly,  contravene,  conflict with, or result in
(a) a  violation  of any  provision  of  SBES  Organizational  Documents;  (b) a
violation  of any Law,  Order,  charge  or other  restriction  or  decree of any
Governmental  Authority  or any  rule  or  regulation  of the  Principal  Market
applicable  to  SBES,  or by  which  SBES or any of its  respective  assets  and
properties  are  bound or  affected;  (c) a  violation  of,  any  breach  of, or
constitute  a default  (or an event  that  with  notice or lapse of time or both
would  become a default)  under,  impair the rights of SBES under,  or alter the
obligations of any Person under, or create in any Person the right to terminate,
amend,  accelerate  or cancel,  or require  any notice,  report or other  filing
(whether  with a  Governmental  Authority or any other  Person)  pursuant to, or
result in the  creation  of a Lien on any of the  assets or  properties  of SBES
under, any note, bond, mortgage, indenture, Contract, License, permit, franchise
or other  instrument  or obligation to which SBES is a party or by which SBES or
any of its  respective  assets and  properties  are bound or affected;  or (d) a
violation of, the terms or requirements of, or give any  Governmental  Authority
the right to  revoke,  withdraw,  suspend,  cancel,  terminate  or  modify,  any
Licenses, permits, authorizations, approvals, franchises or other rights held by
SBES or that  otherwise  relate to the business of, or any of the  properties or
assets owned or used by, SBES,  except,  in the case of clauses (b), (c) or (d),
for any such  contraventions,  conflicts,  violations,  or other  occurrences as
could not reasonably be expected to have a Material Adverse Effect on SBES.

     SECTION 5.5 SUBSIDIARIES. Except as set forth in the SEC Reports, SBES does
not own, directly or indirectly,  any equity or other ownership  interest in any
corporation, partnership, joint venture or other entity or enterprise. There are
no Contracts or other  obligations  (contingent or otherwise) of SBES to retire,
repurchase,  redeem or otherwise acquire any outstanding shares of capital stock
of, or other ownership  interests in, any other Person or to provide funds to or
make any investment (in the form of a loan,  capital  contribution or otherwise)
in any other Person.

                                       19
<PAGE>
     SECTION 5.6 ORGANIZATIONAL  DOCUMENTS. SBES has delivered or made available
to SMP a true and correct copy of its Articles of Incorporation,  Bylaws and any
other organizational  documents, each as amended, and each such instrument is in
full force and  effect  (the "SBES  ORGANIZATIONAL  DOCUMENTS").  SBES is not in
violation of any of the  provisions of the SBES  Organizational  Documents.  The
minute books (containing the records or meetings of the stockholders,  the board
of  directors  and  any  committees  of  the  board  of  directors),  the  stock
certificate  books, and the stock record books of SBES, each as provided or made
available to the SMP, are correct and complete.

     SECTION 5.7 CAPITALIZATION.

     (a) The authorized and outstanding  capitalization  of SBES is as set forth
in the SEC Reports. Except as set forth in the SEC Reports, no shares of capital
stock or other voting  securities of SBES were issued,  reserved for issuance or
outstanding.  All  outstanding  shares of the capital stock of SBES are, and all
such shares that may be issued  prior to the Closing  Date will be when  issued,
duly authorized, validly issued, fully paid and nonassessable,  have been issued
in  accordance  with all  applicable  Laws,  including,  but not limited to, the
Securities  Act,  and not  subject  to or issued in  violation  of any  purchase
option,  call option,  right of first refusal,  preemptive  right,  subscription
right or any similar right under any  provision of the Laws of the  jurisdiction
of SBES's  organization,  the SBES  Organizational  Documents or any Contract to
which  SBES is a party  or  otherwise  bound.  Except  as set  forth in the SBES
Reports, there are no any bonds, debentures, notes or other Indebtedness of SBES
having the right to vote (or convertible into, or exchangeable  for,  securities
having the right to vote) on any  matters  on which  holders of shares of common
stock of may vote. Except as set forth in the SEC Reports, there are no options,
warrants,  rights,  convertible  or  exchangeable  securities,  "phantom"  stock
rights, stock appreciation rights,  stock-based performance units,  commitments,
Contracts,  arrangements or undertakings of any kind to which SBES is a party or
by which it is bound (i) obligating SBES to issue,  deliver or sell, or cause to
be issued, delivered or sold, additional shares of capital stock or other equity
interests in, or any security  convertible  or exercisable  for or  exchangeable
into any capital  stock of or other equity  interest in, SBES;  (ii)  obligating
SBES to issue,  grant,  extend or enter  into any such  option,  warrant,  call,
right, security, commitment, Contract, arrangement or undertaking; or (iii) that
give any Person the right to receive any economic benefit or right similar to or
derived  from the  economic  benefits  and  rights  occurring  to holders of the
capital  stock of SBES.  Except  as set forth in the SEC  Reports,  there are no
outstanding Contracts or obligations of SBES to repurchase,  redeem or otherwise
acquire  any  shares of  capital  stock of SBES.  Except as set forth in the SEC
Reports, there are no registration rights,  proxies,  voting trust agreements or
other  agreements or  understandings  with respect to any class or series of any
capital stock or other  security of SBES. The  shareholder  list provided to the
SMP and the  Members  is a  current  shareholder  list  generated  by its  stock
transfer  agent,  and  such  list  accurately  reflects  all of the  issued  and
outstanding shares of the SBES Shares.

     (b) The issuance of the SBES Shares to the Member has been duly  authorized
and, upon issuance to the Member of certificates therefor in accordance with the
terms of this Agreement, the SBES Shares will have been duly and validly issued,
fully  paid and  nonassessable,  have the  rights,  preferences  and  privileges

                                       20
<PAGE>
specified,  will be free of preemptive  rights and will be free and clear of all
Liens and restrictions, other than Liens created by the Members and restrictions
on transfer imposed by this Agreement and the Securities Act.

     SECTION 5.8 COMPLIANCE  WITH LAWS. The business and operations of SBES have
been and are being  conducted in accordance with all applicable Laws and Orders.
SBES is not conflict  with,  or in default or violation of and, to the Knowledge
of SBES, is not under  investigation with respect to and has not been threatened
to be charged with or given notice of any violation of or default under, any (a)
Law,  rule,  regulation,  judgment  or  Order;  or  (b)  note,  bond,  mortgage,
indenture,   Contract,   License,  permit,  franchise  or  other  instrument  or
obligation  to which SBES is a party or by which  SBES or any of its  respective
assets and properties are bound or affected. There is no agreement,  judgment or
Order binding upon SBES which has, or could  reasonably be expected to have, the
effect of prohibiting or materially  impairing any business  practice of SBES or
the  conduct of  business  by SBES as  currently  conducted.  SBES has filed all
forms,  reports  and  documents  required  to be  filed  with  any  Governmental
Authority and SBES has made available  such forms,  reports and documents to SMP
and the Members As of their respective dates, such forms,  reports and documents
complied in all material  respects with the applicable  requirements  pertaining
thereto  and none of such  forms,  reports  and  documents  contain  any  untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary  in order to make the  statements  therein,  in the
light of the circumstances under which they were made, not misleading.

     SECTION 5.9 CERTAIN  PROCEEDINGS.  Except as set forth in the SEC  Reports,
there is no Action  pending  against,  or to the  Knowledge of SBES,  threatened
against or affecting,  SBES by any  Governmental  Authority or other Person with
respect to SBES or its  business or that  challenges,  or may have the effect of
preventing,  delaying, making illegal, or otherwise interfering with, any of the
transactions contemplated by this Agreement.  SBES, or to the Knowledge of SBES,
has not been a party to any  material  litigation  or,  within  the past two (2)
years,  the subject of any threat of material  litigation  (litigation  shall be
deemed  "material"  if the amount at issue  exceeds  the  lesser of $10,000  per
matter or $25,000 in the  aggregate).  SBES is not in  violation  of and, to the
Knowledge of SBES, is not under  investigation  with respect to and has not been
threatened  to be  charged  with  or  given  notice  of any  violation  of,  any
applicable Law, rule,  regulation,  judgment or Order. Neither SBES nor any past
or present director or officer (in his or her capacity as such) or affiliate, is
or has been  the  subject  of any  civil,  criminal,  or  administrative  Action
involving a claim or violation of or liability under federal or state securities
laws or a claim  of  breach  of  fiduciary  duty.  Neither  SBES nor any past or
present director or officer (in his or her capacity as such) or affiliate,  have
any reason to believe that they will be the subject of any civil,  criminal,  or
administrative  Action  involving a claim or  violation  of or  liability  under
federal or state securities laws or a claim of breach of fiduciary duty. Neither
SBES nor any past or present  director  or officer  (in his or her  capacity  as
such) or affiliate,  have any reason to believe that they will be the subject of
any civil,  criminal,  or administrative  Action brought by any federal or state
agency.

     SECTION  5.10 NO BROKERS OR  FINDERS.  No Person has, or as a result of the
transactions  contemplated  herein will have,  any right or valid claim  against
SBES for any commission,  fee or other compensation as a finder or broker, or in
any similar capacity,  based upon arrangements made by or on behalf of SBES, and

                                       21
<PAGE>
SBES will indemnify and hold SMP and the Member  harmless  against any liability
or expense arising out of, or in connection with, any such claim.

     SECTION 5.11 CONTRACTS.  Except as disclosed in the SEC Reports,  there are
no Contracts that are material to the business,  properties,  assets,  condition
(financial or  otherwise),  results of operations or prospects of SBES.  SBES is
not in  violation  of or in default  under (nor does there  exist any  condition
which  upon the  passage  of time or the  giving of notice  would  cause  such a
violation  of or default  under) any Contract to which it is a party or to which
it or any of its  properties  or assets is  subject,  except for  violations  or
defaults  that  would  not,  individually  or in the  aggregate,  reasonably  be
expected to result in a Material Adverse Effect of SBES.

     SECTION 5.12 TAX MATTERS.

     (A) TAX  RETURNS.  SBES has filed all Tax Returns  required to be filed (if
any) by or on  behalf of SBES and has paid all  Taxes of SBES  required  to have
been  paid  (whether  or not  reflected  on any  Tax  Return).  No  Governmental
Authority in any jurisdiction has made a claim, assertion or threat to SBES that
SBES is or may be subject to taxation by such  jurisdiction;  there are no Liens
with  respect  to Taxes on  SBES's  property  or  assets;  and  there are no Tax
rulings,  requests for rulings,  or closing agreements  relating to SBES for any
period (or  portion of a period)  that  would  affect any period  after the date
hereof.

     (B) NO ADJUSTMENTS, CHANGES. Neither SBES nor any other Person on behalf of
SBES (i) has  executed or entered into a closing  agreement  pursuant to Section
7121 of the Code or any predecessor  provision  thereof or any similar provision
of state, local or foreign law; or (ii) has agreed to or is required to make any
adjustments  pursuant to Section 481(a) of the Code or any similar  provision of
state, local or foreign law.

     (C) NO DISPUTES.  There is no pending  audit,  examination,  investigation,
dispute,  proceeding or claim with respect to any Taxes of SBES, nor is any such
claim or dispute  pending or  contemplated.  SBES has delivered to the SMP true,
correct  and  complete  copies of all Tax Returns  and  examination  reports and
statements of deficiencies assessed or asserted against or agreed to by SBES, if
any,  since its  inception  and any and all  correspondence  with respect to the
foregoing.

     (D)  NO  OTHER  ARRANGEMENTS.  SBES  is not a  party  to  any  Contract  or
arrangement for services that would result, individually or in the aggregate, in
the  payment of any amount  that  would not be  deductible  by reason of Section
162(m),  280G or 404 of the Code. SBES is not a "consenting  corporation" within
the meaning of Section  341(f) of the Code.  SBES does not have any  "tax-exempt
bond  financed  property" or  "tax-exempt  use  property"  within the meaning of
Section  168(g)  or (h),  respectively  of the  Code.  SBES  does  not  have any
outstanding closing agreement,  ruling request,  request for consent to change a
method  of  accounting,  subpoena  or  request  for  information  to or  from  a
Governmental  Authority in connection  with any Tax matter.  During the last two
years,  SBES has not engaged in any exchange  with a related  party  (within the
meaning  of Section  1031(f) of the Code)  under  which  gain  realized  was not

                                       22
<PAGE>
recognized  by reason  of  Section  1031 of the Code.  SMP is not a party to any
reportable  transaction  within  the  meaning  of  Treasury  Regulation  Section
1.6011-4.

     SECTION  5.13  TITLE TO  ASSETS.  SBES has  sufficient  title  to, or valid
leasehold  interests in, all of its properties and assets used in the conduct of
its businesses. All such assets and properties, other than assets and properties
in which SBES has leasehold  interests,  are free and clear of all Liens, except
for Liens that, in the aggregate,  do not and will not materially interfere with
the ability of SBES to conduct business as currently conducted.

     SECTION 5.14 SEC REPORTS.

     (a) SBES has filed all  reports,  schedules,  forms,  statements  and other
documents  required to be filed by it with the SEC  pursuant to the Exchange Act
(the "SEC REPORTS").

     (b) As of their respective  dates, the SEC Reports complied in all material
respects with the requirements of the Exchange Act and the rules and regulations
of the SEC  promulgated  thereunder,  and none of the SEC  Reports,  when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  All  material  Contracts  to which  SBES is a party or to which the
property  or  assets  of SBES are  subject  have been  filed as  exhibits  to or
incorporated  by reference in the SEC Reports and to the extent  required  under
the Exchange Act, as  applicable.  The financial  statements of SBES included in
the SEC Reports comply in all respects with applicable  accounting  requirements
and the rules and  regulations  of the SEC with respect  thereto as in effect at
the  time of  filing,  were  prepared  in  accordance  with  GAAP  applied  on a
consistent  basis during the periods involved (except as may be indicated in the
notes  thereto,  or, in the case of  unaudited  statements  as permitted by Form
10-Q),  and fairly  present in all  material  respects  (subject  in the case of
unaudited  statements,  to normal,  recurring audit  adjustments)  the financial
position of SBES as at the dates thereof and the results of its  operations  and
cash flows for the  periods  then  ended.  The  disclosure  set forth in the SEC
Reports  regarding  SBES's  business  is current  and  complete  and  accurately
reflects operations of SBES as it exists as of the date hereof.

     SECTION  5.14  LISTING AND  MAINTENANCE  REQUIREMENTS.  SBES is, and has no
reason to believe that it will not in the foreseeable  future continue to be, in
compliance with the listing and maintenance  requirements for continued  listing
or quotation  of the SBES Shares on the  Principal  Market.  The issuance of the
SBES Shares under this Agreement  does not contravene the rules and  regulations
of the Principal  Market and no approval by the shareholders of SBES is required
for SBES to issue and deliver the SBES Shares to the Member at Closing.

     SECTION  5.15  UNDISCLOSED  EVENTS.  No event,  Liability,  development  or
circumstance has occurred or exists, or is contemplated to occur with respect to
SBES,  or  its  businesses,   properties,  prospects,  operations  or  financial
condition,  that would be required to be disclosed by SBES under the  Securities
Act in a  registration  statement  on Form S-1 filed with the SEC relating to an
issuance  and sale by SBES of its common  stock and which has not been  publicly
announced.

                                       23
<PAGE>
                                   ARTICLE VI
                            CONDUCT PRIOR TO CLOSING

     SECTION 6.1 CONDUCT OF BUSINESS.  At all times during the period commencing
with the  execution  and delivery of this  Agreement  and  continuing  until the
earlier of the termination of this Agreement pursuant to the terms hereof or the
Closing,  SBES and SMP shall (a) carry on their respective businesses diligently
and in the usual, regular and Ordinary Course of Business,  in substantially the
same manner as heretofore  conducted and in compliance with all applicable Laws;
(b) pay or perform its material  obligations  when due; (c) use its commercially
reasonable  efforts,  consistent  with past practices and policies,  to preserve
intact its present  business  organization,  keep  available the services of its
present  officers and employees and preserve its  relationships  with customers,
suppliers,  distributors,  licensors,  licensees  and  others  with which it has
business  dealings;  and (d) keep their  business and  properties  substantially
intact,  including  their present  operations,  physical  facilities and working
conditions.  In furtherance of the foregoing and subject to applicable Law, SBES
and SMP shall confer with the other Party, as promptly as practicable,  prior to
taking any material  actions or making any material  management  decisions  with
respect to the conduct of the business of SBES or SMP.

     SECTION 6.2  RESTRICTIONS  ON CONDUCT OF  BUSINESS.  Without  limiting  the
generality  of the terms of Section 6.1 hereof,  except as required by the terms
hereof or to the extent that the other Party  (either  SBES or SMP, for purposes
of SECTION  6.2) shall  otherwise  consent in writing,  at all times  during the
period  commencing  with  the  execution  and  delivery  of this  Agreement  and
continuing  until the earlier of the  termination of this Agreement  pursuant to
the terms hereof or the Closing, SBES and SMP shall not do any of the following,
where applicable:

     (a)  except as  required  by  applicable  Law,  waive any stock  repurchase
rights,  accelerate,  amend or change the period of exercisability of options or
restricted  stock, or reprice options granted under any employee,  consultant or
director  stock plans or  authorize  cash  payments in exchange  for any options
granted under any of such plans;

     (b) enter into any partnership  arrangements,  joint development agreements
or strategic alliances, other than in the Ordinary Course of Business;

     (c) increase the  compensation or fringe benefits of, or pay any bonuses or
special  awards to, any  present or former  director,  officer,  stockholder  or
employee of SBES or SMP (except for increases in salary or wages in the Ordinary
Course of Business) or increase any fees to any  independent  contractors;  (ii)
grant any  severance  or  termination  pay to any  present  or former  director,
officer or employee of SBES or SMP;  (iii) enter into,  amend or  terminate  any
employment Contract,  independent  contractor agreement or collective bargaining
agreement,  written or oral;  or (iv)  establish,  adopt,  enter into,  amend or
terminate  any bonus,  profit  sharing,  incentive,  severance,  or other  plan,
agreement,  program,  policy,  trust, fund or other arrangement that would be an
employee  benefit plan if it were in existence as of the date of this Agreement,
except as required by applicable Law;

                                       24
<PAGE>
     (d)  except  as  contemplated  by this  Agreement,  issue,  deliver,  sell,
authorize,  pledge or otherwise  encumber,  or propose any of the foregoing with
respect to, any shares of capital stock or any securities  convertible  into, or
exercisable  or  exchangeable  for,  shares of capital  stock of SBES or SMP, or
subscriptions,  rights,  warrants  or options  to acquire  any shares of capital
stock or any securities  convertible  into, or exercisable or exchangeable  for,
shares  of  capital  stock of SBES or SMP,  or enter  into  other  Contracts  or
commitments  of any character  obligating it to issue any such shares of capital
stock  of  SBES  or  SMP or  securities  convertible  into,  or  exercisable  or
exchangeable for, shares of capital stock of SBES or SMP;

     (e)  cause,   permit  or  propose  any   amendments  to  any  SBES  or  SMP
Organizational Documents;

     (f)  acquire or agree to acquire by merging or  consolidating  with,  or by
purchasing any equity interest in or a portion of the assets of, or by any other
manner, any business or any corporation,  limited liability company,  general or
limited  partnership,  joint  venture,  association,  business  trust  or  other
business  enterprise  or entity,  or  otherwise  acquire or agree to acquire any
assets other than in the Ordinary Course of Business;

     (g) adopt a plan of merger,  complete or partial liquidation,  dissolution,
consolidation, restructuring, recapitalization or other reorganization;

     (h) except as  required  by  applicable  Law,  adopt or amend any  employee
benefit plan or employee  stock purchase or employee stock option plan, or enter
into any  employment  Contract or collective  bargaining  agreement  (other than
offer  letters and letter  agreements  entered  into in the  Ordinary  Course of
Business with employees who are terminable "at will"),  pay any special bonus or
special  remuneration  to any  director or employee  other than in the  Ordinary
Course of Business,  or increase  the salaries or wage rates or fringe  benefits
(including rights to severance or indemnification) of its officers;

     (i) except in the Ordinary Course of Business,  modify,  amend or terminate
any Contract to which SBES or SMP is a party,  or waive,  delay the exercise of,
release or assign any rights or claims thereunder;

     (j) sell, lease, license,  mortgage or otherwise encumber or subject to any
Lien or  otherwise  dispose of any of its  properties  or assets,  except in the
Ordinary Course of Business;

     (k) (i)  incur any  Indebtedness  or  guarantee  any such  Indebtedness  of
another Person, issue or sell any debt securities or warrants or other rights to
acquire any debt  securities of SBES or SMP,  guarantee  any debt  securities of
another  Person,  enter into any "keep well" or other  agreement to maintain any
financial  statement  condition of another Person or enter into any  arrangement
having the economic effect of any of the foregoing,  except for endorsements and
guarantees for collection,  short-term borrowings and lease obligations, in each
case  incurred  in the  Ordinary  Course of  Business;  or (ii) make any  loans,
advances or capital  contributions to, or investment in, any other Person, other
than to SBES or SMP;

                                       25
<PAGE>
     (l)  pay,   discharge   or  satisfy   any  claims   (including   claims  of
stockholders),  Liabilities  or  obligations  (absolute,  accrued,  asserted  or
unasserted,  contingent  or  otherwise),  except for the  payment,  discharge or
satisfaction of liabilities or obligations in the Ordinary Course of Business or
in  accordance  with  their  terms as in  effect on the date  hereof,  or waive,
release,  grant, or transfer any rights of material value or modify or change in
any material  respect any existing  License,  Contract or other document,  other
than in the Ordinary Course of Business;

     (m) change any  financial  reporting or  accounting  principle,  methods or
practices used by it unless otherwise required by applicable Law or GAAP;

     (n) settle or compromise any litigation  (whether or not commenced prior to
the date of this Agreement);

     (o) (i)  declare,  set  aside or pay any  dividends  on,  or make any other
distributions  in respect of, any of its capital stock;  (ii) split,  combine or
reclassify  any of its capital  stock or issue or authorize  the issuance of any
other  securities in respect of, in lieu of or in substitution for shares of its
capital  stock;  or (iii)  purchase,  redeem or otherwise  acquire any shares of
capital  stock of SBES or SMP or any other  securities  thereof  or any  rights,
warrants or options to acquire any such shares or other securities;

     (p)  enter  into  any  transaction  with  any of its  directors,  officers,
stockholders, or other Affiliates;

     (q) make any capital expenditure in excess of $50,000;

     (r) (i) grant any license or sublicense of any rights under or with respect
to any  Intellectual  Property;  (ii)  dispose of or let lapse and  Intellectual
Property,  or any  application  for the  foregoing,  or any  license,  permit or
authorization to use any Intellectual  Property;  or (iii) amend,  terminate any
other Contract, license or permit to which SBES or SMP is a party;

     (s) make, or permit to be made,  without the prior  written  consent of the
other Party any material Tax election which would affect SBES or SMP; or

     (t) commit to or  otherwise  to take any of the actions  described  in this
SECTION 6.2.

                                   ARTICLE VII
                              ADDITIONAL AGREEMENTS

     SECTION 7.1 ACCESS TO  INFORMATION.  Each of SBES and SMP shall  afford the
other Party, its accountants,  counsel and other representatives  (including the
Principal Stockholder),  reasonable access, during normal business hours, to the
properties,  books, records and personnel of such Party at any time prior to the
Closing in order to enable each Party to obtain all  information  concerning the
business,  assets and  properties,  results of  operations  and personnel of the
other Party as each Party may reasonably request. No information obtained in the
foregoing  investigation by a Party pursuant to this Section 7.1 shall affect or

                                       26
<PAGE>
be deemed to modify  any  representation  or  warranty  contained  herein or the
conditions  to the  obligations  of the Parties to consummate  the  transactions
contemplated hereby.

     SECTION  7.2 LEGAL  REQUIREMENTS.  The  Parties  shall take all  reasonable
actions  necessary or desirable to comply  promptly with all legal  requirements
which  may  be  imposed  on  them  with  respect  to  the  consummation  of  the
transactions  contemplated  by this Agreement  (including,  without  limitation,
furnishing all  information  required in connection with approvals of or filings
with  any  Governmental  Authority,  and  prompt  resolution  of any  litigation
prompted hereby), and shall promptly cooperate with, and furnish information to,
the  other  Parties  to  the  extent  necessary  in  connection  with  any  such
requirements imposed upon any of them in connection with the consummation of the
transactions contemplated by this Agreement.

     SECTION 7.3 NOTIFICATION OF CERTAIN  MATTERS.  SMP shall give prompt notice
to SBES,  and SBES shall give prompt  notice to the SMP, of the  occurrence,  or
failure to occur,  of any event,  which  occurrence or failure to occur would be
reasonably likely to cause (a) any  representation or warranty contained in this
Agreement to be untrue or  inaccurate at the Closing,  such that the  conditions
set forth in ARTICLE X hereof,  as the case may be,  would not be  satisfied  or
fulfilled  as a result  thereof;  or (b) any  material  failure of any SMP,  the
Stockholder or SBES, as the case may be, or of any officer,  director,  employee
or agent thereof, to comply with or satisfy any covenant, condition or agreement
to be complied with or satisfied by it under this Agreement. Notwithstanding the
foregoing,  the  delivery of any notice  pursuant to this  SECTION 7.3 shall not
limit or  otherwise  affect the rights and remedies  available  hereunder to the
Party receiving such notice.

     SECTION 7.4 CAPITAL STRUCTURE MATTERS.

     (a)  Following  execution of this  Agreement,  SBES shall use  commercially
reasonable  efforts to necessary to authorize or otherwise  have  available  the
necessary number of SBES Shares or preferred shares having  equivalent rights to
the SBES Shares to be issued to the Member hereunder. Having a sufficient number
of  authorized  SBES Shares or equivalent  preferred  shares for issuance to the
Member shall be a condition to Closing this Agreement.

     (b) Following  execution of this Agreement,  the Member shall be authorized
as the sole and exclusive  representative  of SBES to negotiate  with holders of
SBES' outstanding Indebtedness, with respect to the modification of the terms or
satisfaction of such Indebtedness.

                                  ARTICLE VIII
                             POST CLOSING COVENANTS

     SECTION  8.1  GENERAL.  In case at any time after the  Closing  any further
action is  necessary to carry out the  purposes of this  Agreement,  each of the
Parties will take such further  action  (including the execution and delivery of
such  further  instruments  and  documents)  as any other Party  reasonably  may
request.

     SECTION 8.2 PUBLIC ANNOUNCEMENTS. Within five (5) calendar days of Closing,
SBES shall file with the SEC a Form 8-K,  describing  the material  terms of the

                                       27
<PAGE>
transactions  contemplated  hereby as soon as practicable  following the Closing
Date but in no event more than four (4)  business  days  following  the  Closing
Date.  Prior to the Closing  Date,  the Parties shall consult with each other in
issuing  the  Form  8-K  and any  press  releases  or  otherwise  making  public
statements or filings and other  communications  with the SEC or any  regulatory
agency or stock  market or trading  facility  with  respect to the  transactions
contemplated hereby and no Party shall issue any such press release or otherwise
make any such  public  statement,  filings or other  communications  without the
prior  written  consent  of  the  other  Parties,  which  consent  shall  not be
unreasonably withheld or delayed, except that no prior consent shall be required
if such disclosure is required by Law, in which case the disclosing  Party shall
provide the other  Parties  with prior notice of no less than three (3) calendar
days,  of such  public  statement,  filing  or  other  communication  and  shall
incorporate into such public statement, filing or other communication the reason
incorporate  into  such  public  statement,  filing or other  communication  the
reasonable comments of the other Parties.

                                   ARTICLE IX
                              CONDITIONS TO CLOSING

     SECTION 9.1 CONDITIONS TO OBLIGATION OF THE PARTIES GENERALLY.  The Parties
shall not be obligated to consummate the transactions to be performed by each of
them in  connection  with the Closing if, on the  Closing  Date,  (i) any Action
shall be pending or  threatened  before any  Governmental  Authority  wherein an
Order or  charge  would  (A)  prevent  consummation  of any of the  transactions
contemplated by this Agreement or (B) cause any of the transactions contemplated
by this Agreement to be rescinded following consummation;  (ii) any Law or Order
which  would  have any of the  foregoing  effects  shall  have been  enacted  or
promulgated by any Governmental  Authority; or (iii) there is no consummation of
all required definitive instruments and agreements,  including,  but not limited
to, this Agreement and  applicable  SEC filings in forms  acceptable to SBES and
SMP.

     SECTION 9.2 CONDITIONS TO OBLIGATION OF SMP AND THE MEMBER. The obligations
of SMP and the Member to enter into and  perform  their  respective  obligations
under this  Agreement are subject,  at the option of SMP and the Member,  to the
fulfillment on or prior to the Closing Date of the following conditions, any one
or more of which may be waived by the SMP and the Member in writing:

     (a) The  representations and warranties of SBES set forth in this Agreement
shall be true and  correct in all  material  respects  as of the  Closing  Date,
except to the extent such  representations  and warranties are specifically made
as of a particular date, in which case such representations and warranties shall
be true  and  correct  as of such  date  and  except  to the  extent  that  such
representations  and  warranties  are qualified by terms such as "MATERIAL"  and
"MATERIAL  ADVERSE  EFFECT," in which case such  representations  and warranties
shall be true and correct in all respects at the Closing Date;

     (b) SBES  shall  have  performed  and  complied  with all of its  covenants
hereunder in all material respects through the Closing;

                                       28
<PAGE>
     (c) No action, suit, or proceeding shall be pending or, to the Knowledge of
SBES,  threatened  before any Governmental  Authority wherein an Order or charge
would (i) affect  adversely  the right of the Member to own the SBES Shares;  or
(ii)  affect  adversely  the right of SBES to own its assets or to  operate  its
business (and no such Order or charge shall be in effect),  nor shall any Law or
Order  which  would  have any of the  foregoing  effects  have been  enacted  or
promulgated by any Governmental Authority;

     (d) No event,  change or  development  shall  exist or shall have  occurred
since SBES's Most Recent Fiscal Year End that has had or is reasonably likely to
have a Material Adverse Effect on SBES;

     (e) All consents, waivers, approvals,  authorizations or Orders required to
be obtained, and all filings required to be made, by SBES for the authorization,
execution  and  delivery of this  Agreement  and the  consummation  by it of the
transactions  contemplated by this Agreement,  shall have been obtained and made
by SBES and SBES shall have delivered proof of same to the SMP and the Member;

     (f) SBES shall have filed all  reports and other  documents  required to be
filed by it under the U.S. federal securities laws through the Closing Date;

     (g) SBES shall have  delivered to SMP and the Member a  certificate,  dated
the Closing Date, executed by an officer of SBES, certifying the satisfaction of
the conditions specified in SECTIONS 9.2(A) through 9.2(F), inclusive;

     (g) SBES shall have  delivered  to SMP and the  Member a  certificate  duly
executed by the  Secretary of SBES and dated as of the Closing  Date,  as to the
resolutions  as  adopted  by SBES's  board of  directors,  in a form  reasonably
acceptable to SMP,  approving  this Agreement and the  Transaction  Documents to
which it is a party and the transactions contemplated hereby and thereby; and

     (h) All actions to be taken by SBES in connection with  consummation of the
transactions  contemplated hereby and all certificates,  opinions,  instruments,
and other  documents  required to effect the  transactions  contemplated  hereby
shall be reasonably satisfactory in form and substance to SMP and the Member.

     SECTION 9.3  CONDITIONS TO OBLIGATION OF SBES.  The  obligations of SBES to
enter into and perform their  respective  obligations  under this  Agreement are
subject,  at the option of SBES, to the  fulfillment  on or prior to the Closing
Date of the following conditions, any one or more of which may be waived by SBES
in writing:

     (a) The  representations  and warranties of SMP and the Member set forth in
this  Agreement  shall be true and  correct in all  material  respects as of the
Closing  Date,  except to the extent such  representations  and  warranties  are
specifically  made as of a particular  date, in which case such  representations
and  warranties  shall be true and  correct  as of such  date and  except to the
extent that such  representations  and warranties are qualified by terms such as

                                       29
<PAGE>
"MATERIAL" and "MATERIAL ADVERSE EFFECT," in which case such representations and
warranties shall be true and correct in all respects at the Closing Date;

     (b) SMP and the Member shall have  performed and complied with all of their
covenants hereunder in all material respects through the Closing Date;

     (c) No action, suit, or proceeding shall be pending or, to the Knowledge of
SMP,  threatened  before any Governmental  Authority  wherein an Order or charge
would (i) affect adversely the right of the SMP to own the SBES Shares;  or (ii)
affect  adversely  the right of SMP to own its assets or to operate its business
(and no such  Order or charge  shall be in  effect),  nor shall any Law or Order
which would have any of the foregoing  effects have been enacted or  promulgated
by any Governmental Authority;

     (d) No event,  change or  development  shall  exist or shall have  occurred
since SMP's Most Recent Fiscal Year End that has had or is reasonably  likely to
have a Material Adverse Effect on SMP;

     (e) All consents, waivers, approvals,  authorizations or Orders required to
be obtained,  and all filings required to be made, by SMP for the authorization,
execution  and  delivery of this  Agreement  and the  consummation  by it of the
transactions  contemplated by this Agreement,  shall have been obtained and made
by SMP and SMP shall have delivered proof of same to the SBES;

     (f) All consents, waivers, approvals,  authorizations or Orders required to
be obtained,  and all filings required to be made, by SMP for the authorization,
execution  and  delivery of this  Agreement  and the  consummation  by it of the
transactions  contemplated by this Agreement,  shall have been obtained and made
by SMP and SMP shall have delivered proof of same to SBES;

     (g) SMP shall have delivered to SBES a certificate, dated the Closing Date,
executed by an officer of SMP,  certifying  the  satisfaction  of the conditions
specified in SECTIONS 9.3(A) through 9.3(F), inclusive, relating to SMP;

     (h) The  Member  shall  have  delivered  to SBES a  certificate,  dated the
Closing  Date,  executed  by the  Member,  certifying  the  satisfaction  of the
conditions specified in SECTIONS 9.3(A) and 9.3(B) relating to the Member; and

     (i) All  actions  to be  taken by SMP and the  Member  in  connection  with
consummation  of  the  transactions   contemplated   hereby  and  all  payments,
certificates,  opinions, instruments, and other documents required to effect the
transactions  contemplated  hereby shall be reasonably  satisfactory in form and
substance to SBES.

                                       30
<PAGE>
                                    ARTICLE X
                                   TERMINATION

     SECTION 10.1 GROUNDS FOR  TERMINATION.  Anything herein or elsewhere to the
contrary notwithstanding,  this Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to the Closing Date:

     (a) by the mutual written agreement of the Parties;

     (b) by SMP and the Member (by written  notice of  termination  from SMP and
the  Member  to SBES,  in which  reference  is made to this  subsection)  if the
Closing has not occurred on or prior to the Termination Date, unless the failure
of the Closing to have occurred is  attributable to a failure on the part of SMP
or the Member to perform any material  obligation  to be performed by SMP or the
Member pursuant to this Agreement at or prior to the Closing;

     (c) by SBES (by  written  notice  of  termination  from SBES to SMP and the
Member,  in which  reference is made to this  subsection) if the Closing has not
occurred on or prior to the Termination  Date, unless the failure of the Closing
to have occurred is attributable to a failure on the part of SBES to perform any
material  obligation required to be performed by SBES pursuant to this Agreement
at or prior to the Closing;

     (d) by SBES or SMP (by written notice of termination from such Party to the
other Parties) if a Governmental  Authority of competent jurisdiction shall have
issued a final non-appealable Order, or shall have taken any other action having
the effect of, permanently  restraining,  enjoining or otherwise prohibiting the
consummation of the transactions  contemplated hereby;  provided,  however, that
the right to terminate  this Agreement  under this SECTION  10.1(D) shall not be
available  to a Party if such  Order was  primarily  due to the  failure of such
Party to perform any of its obligations under this Agreement;

     (e) by SBES, SMP or the Member (by written notice of termination  from such
Party to the other  Parties) if any event shall occur after the date hereof that
shall  have  made  it  impossible  to  satisfy  a  condition  precedent  to  the
terminating Party's obligations to perform its obligations hereunder, unless the
occurrence of such event shall be due to the failure of the terminating Party to
perform or comply with any of the agreements,  covenants or conditions hereof to
be performed or complied with by such Party at or prior to the Closing;

     (f) by SMP or the  Member (by  written  notice of  termination  from SMP to
SBES, in which reference is made to this  subsection) if, since the date of this
Agreement,  there shall have  occurred any Material  Adverse  Effect on SBES, or
there shall have occurred any event or  circumstance  that, in combination  with
any other  events or  circumstances,  could  reasonably  be expected to have,  a
Material Adverse Effect with respect to SBES;

     (g) by SBES (by written  notice of  termination  from SBES to SMP, in which
reference  is made to this  subsection)  if,  since the date of this  Agreement,
there shall have  occurred  any Material  Adverse  Effect on SMP, or there shall
have  occurred any event or  circumstance  that, in  combination  with any other

                                       31
<PAGE>
events or  circumstances,  could  reasonably  be  expected  to have,  a Material
Adverse Effect with respect to SMP;

     (h) by SMP (by written notice of termination from the SMP to SBES, in which
reference is made to the specific provision(s) of this subsection giving rise to
the right of  termination) if (i) any of SBES's  representations  and warranties
shall  have been  inaccurate  as of the date of this  Agreement  or as of a date
subsequent to the date of this Agreement (as if made on such  subsequent  date),
such that the condition  set forth in SECTION  9.1(a) would not be satisfied and
such  inaccuracy  has not been cured by SBES within five (5) Business Days after
its receipt of written notice thereof and remains  uncured at the time notice of
termination  is  given,  (ii)  any of the  SBES's  covenants  contained  in this
Agreement shall have been breached, such that the condition set forth in SECTION
9.2(B) would not be satisfied; or

     (i) by SBES (by  written  notice  of  termination  from SBES to SMP and the
Member,  in  which  reference  is  made  to the  specific  provision(s)  of this
subsection  giving rise to the right of  termination) if (i) any of SMP's or the
Member' representations and warranties shall have been inaccurate as of the date
of this  Agreement or as of a date  subsequent to the date of this Agreement (as
if made on such subsequent  date),  such that the condition set forth in SECTION
9.3(A) would not be satisfied and such  inaccuracy  has not been cured by SMP or
the Member  within five (5)  Business  Days after its receipt of written  notice
thereof and remains  uncured at the time notice of termination is given; or (ii)
any of SMP's or the Member's  covenants  contained in this Agreement  shall have
been breached,  such that the condition set forth in SECTION 9.3(B) would not be
satisfied.

     SECTION  10.2  PROCEDURE  AND  EFFECT OF  TERMINATION.  In the event of the
termination  of this  Agreement  by SBES or SMP pursuant to Section 10.1 hereof,
written  notice  thereof  shall  forthwith be given to the other Party.  If this
Agreement is  terminated  as provided  herein (a) each Party will  redeliver all
documents,  work papers and other  material  of any other Party  relating to the
transactions  contemplated  hereby,  whether  so  obtained  before  or after the
execution  hereof, to the Party furnishing the same;  provided,  that each Party
may retain one copy of all such  documents for archival  purposes in the custody
of its outside counsel;  and (b) all filings,  applications and other submission
made by any  Party to any  Person,  including  any  Governmental  Authority,  in
connection  with the  transactions  contemplated  hereby  shall,  to the  extent
practicable, be withdrawn by such Party from such Person.

     SECTION  10.3  EFFECT  OF  TERMINATION.  If this  Agreement  is  terminated
pursuant to Section  10.1  hereof,  this  Agreement  shall become void and of no
further  force and  effect,  except for the  provisions  of (a)  ARTICLE XI; (b)
SECTIONS 3.6, 4.8 and 5.10 hereof relating to brokers' fees or commissions;  and
(iv) SECTION 10.2 and this SECTION 10.3.

                                   ARTICLE XI
                            SURVIVAL; INDEMNIFICATION

     SECTION 11.1 SURVIVAL.  All  representations,  warranties,  covenants,  and
obligations in this Agreement shall survive the Closing, and for a period of one
(1) year after which they shall be of no further  force and  effect,  other than
those set forth in SECTIONS  3.1,  3.2,  3.3, 3.4, 4.1, 4,2, 4.3, 4.4, 5.1, 5.2,

                                       32
<PAGE>
5.3 and 5.4, which shall survive indefinitely,  and those related to Tax Matters
set forth in SECTIONS 4.12 and 5.12,  which shall survive until  forty-five (45)
days after the expiration of applicable  statutes of  limitations.  The right to
indemnification,   payment   of   damages   or  other   remedy   based  on  such
representations,  warranties, covenants, and obligations will not be affected by
any  investigation  conducted  with  respect to, or any  knowledge  acquired (or
capable of being  acquired) at any time,  whether  before or after the execution
and delivery of this Agreement, with respect to the accuracy or inaccuracy of or
compliance with, any such representation, warranty, covenant, or obligation. The
waiver of any condition based on the accuracy of any representation or warranty,
or on the performance of or compliance with any covenant or obligation, will not
affect the right to  indemnification,  payment of damages, or other remedy based
on such representations, warranties, covenants, and obligations.

     SECTION 11.2 INDEMNIFICATION.

     (a) From and after the execution of this  Agreement,  SBES shall  indemnify
and hold harmless the SMP Indemnified Parties, from and against any all costs or
expenses (including attorneys' fees), judgments, fines, losses, claims, damages,
liabilities and amounts paid in settlement  (collectively,  "DAMAGES")  arising,
directly or indirectly,  from or in connection  with: (i) any breach (or alleged
breach) of any  representation or warranty made by SBES in this Agreement or any
Transaction  Document or in any  certificate  delivered by SBES pursuant to this
Agreement;  or (ii) any breach (or  alleged  breach) by SBES of any  covenant or
obligation of SBES in this Agreement or any Transaction  Document required to be
performed  by SBES on or prior to the Closing  Date or by SBES after the Closing
Date.

     (b) From and after the  execution  of this  Agreement,  SMP and the Member,
severally  and  not  jointly,   shall  indemnify  and  hold  harmless  the  SBES
Indemnified  Parties,  from and  against any all  Damages  arising,  directly or
indirectly,  from or in connection  with: (i) any breach (or alleged  breach) of
any  representation  or warranty made by SMP or the Member in this  Agreement or
any Transaction  Document or in any  certificate  delivered by SMP or the Member
pursuant to this Agreement; or (ii) any breach (or alleged breach) by SMP or the
Member of any covenant or obligation of SMP or Members in this  Agreement or any
Transaction  Document  required to be performed by SMP or the Member on or prior
to the Closing Date or by SMP or the Member after the Closing Date.

     SECTION 11.3 MATTERS INVOLVING THIRD PARTIES.  Promptly after the assertion
of any claim by a third party or  occurrence of any event which may give rise to
a claim for indemnification  from an indemnifying party  ("INDEMNIFYING  PARTY")
under this ARTICLE XI, an indemnified party  ("INDEMNIFIED  PARTY") shall notify
the Indemnitor in writing of such claim.  The Indemnitor shall have the right to
assume the  control  and  defense of any such  action  (including,  but  without
limitation,  tax audits),  provided that the Indemnitee  may  participate in the
defense of such action subject to the Indemnitor's  reasonable  direction and at
Indemnitee's sole cost and expense. The party contesting any such claim shall be
furnished all reasonable  assistance in connection  therewith by the other party
and be given full access to all information  relevant thereto. In no event shall
any such  claim be  settled  without  the  Indemnitor's  consent.

                                       33
<PAGE>
     SECTION 11.4 EXCLUSIVE  REMEDY.The  Parties  acknowledge and agree that the
indemnification provisions in this ARTICLE XI shall be the exclusive remedies of
the Parties with respect to the  transactions  contemplated  by this  Agreement,
other than for fraud and willful misconduct.

                                   ARTICLE XII
                            MISCELLANEOUS PROVISIONS

     SECTION  12.1  EXPENSES.  Except as  otherwise  expressly  provided in this
Agreement,  each Party will bear its respective  expenses incurred in connection
with the  preparation,  execution,  and  performance  of this  Agreement and the
transactions contemplated by this Agreement,  including all fees and expenses of
agents,  representatives,  counsel, and accountants. In the event of termination
of this Agreement,  the obligation of each Party to pay its own expenses will be
subject to any rights of such Party  arising from a breach of this  Agreement by
another Party.

     SECTION 12.2 CONFIDENTIALITY.

     (a)  The  Parties  will  maintain  in  confidence,  and  will  cause  their
respective directors,  officers,  employees, agents, and advisors to maintain in
confidence,  any written, oral, or other information obtained in confidence from
another  Person  in  connection   with  this   Agreement  or  the   transactions
contemplated by this Agreement,  unless (i) such information is already known to
such  Party  or to  others  not  bound  by a duty  of  confidentiality  or  such
information  becomes publicly available through no fault of such Party; (ii) the
use of such  information  is  necessary  or  appropriate  in making any required
filing with the SEC, or  obtaining  any  consent or  approval  required  for the
consummation of the  transactions  contemplated by this Agreement,  or (iii) the
furnishing or use of such information is required by or necessary or appropriate
in connection with legal proceedings.

     (b) In the event that any Party is required to disclose any  information of
another Person  pursuant to clause (II) or (III) of SECTION  12.2(A) above,  the
Party  requested or required to make the  disclosure  (the  "DISCLOSING  PARTY")
shall provide the Person that provided such information (the "PROVIDING  PARTY")
with prompt notice of any such  requirement so that the providing party may seek
a protective Order or other appropriate  remedy and/or waive compliance with the
provisions  of this SECTION  12.2.  If, in the absence of a protective  Order or
other remedy or the receipt of a waiver by the providing  party,  the disclosing
party is nonetheless,  in the opinion of counsel,  legally compelled to disclose
the  information  of the providing  party,  the  disclosing  party may,  without
liability  hereunder,  disclose  only  that  portion  of the  providing  party's
information  which such  counsel  advises is legally  required to be  disclosed,
provided that the disclosing party exercises its reasonable  efforts to preserve
the  confidentiality of the providing party's  information,  including,  without
limitation,  by  cooperating  with the providing  party to obtain an appropriate
protective Order or other relief assurance that  confidential  treatment will be
accorded the providing party's information.

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<PAGE>
     (c) If the transactions contemplated by this Agreement are not consummated,
each Party will return or destroy all of such written information each party has
regarding the other Parties.

     SECTION  12.3   NOTICES.   All  notices,   demands,   consents,   requests,
instructions  and other  communications  to be given or  delivered  or permitted
under or by reason of the provisions of this Agreement or in connection with the
transactions  contemplated  hereby shall be in writing and shall be deemed to be
delivered and received by the intended  recipient as follows:  (a) if personally
delivered,  on the Business Day of such delivery (as evidenced by the receipt of
the personal delivery service);  (b) if mailed by certified mail, return receipt
requested,  two (2)  Business  Days after being  mailed;  or (c) if delivered by
overnight courier (with all charges having been prepaid), on the Business Day of
such delivery (as evidenced by the receipt of the overnight  courier  service of
recognized standing. If any notice,  demand,  consent,  request,  instruction or
other communication cannot be delivered because of a changed address of which no
notice was given (in  accordance  with this  SECTION  12.3),  or the  refusal to
accept  same,  the  notice,  demand,  consent,  request,  instruction  or  other
communication  shall be deemed received on the second business day the notice is
sent (as  evidenced  by a sworn  affidavit  of the  sender).  All such  notices,
demands, consents, requests,  instructions and other communications will be sent
to the following addresses or facsimile numbers as applicable:

If to SBES, to:                   1411 Sawgrass Corporate Parkway, Suite B
                                  Sunrise, FL  33323
                                  Attention:  Chief Executive Officer

If to SMP or the Member, to:      34099 Melinz Pkwy.
                                  Unit E
                                  Eastlake, OH, 44095
                                  Attention: Paul Spivak

or such  other  address  as shall be  furnished  in  writing by any Party in the
manner for giving notices hereunder.

     SECTION  12.4  FURTHER  ASSURANCES.  The Parties  agree (a) to furnish upon
request to each other such  further  information;  (b) to execute and deliver to
each other such other documents;  and (c) to do such other acts and things,  all
as the other Parties may reasonably  request for the purpose of carrying out the
intent of this Agreement and the documents referred to in this Agreement.

     SECTION 12.5 WAIVER.  The rights and remedies of the Parties are cumulative
and  not  alternative.  Neither  the  failure  nor any  delay  by any  Party  in
exercising any right,  power, or privilege under this Agreement or the documents
referred to in this Agreement will operate as a waiver of such right,  power, or
privilege,  and no single or  partial  exercise  of any such  right,  power,  or
privilege will preclude any other or further  exercise of such right,  power, or
privilege  or the  exercise of any other  right,  power,  or  privilege.  To the
maximum extent permitted by applicable Law, (a) no claim or right arising out of
this Agreement or the documents  referred to in this Agreement can be discharged
by one Party,  in whole or in part, by a waiver or  renunciation of the claim or

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<PAGE>
right unless in writing signed by the other  Parties;  (b) no waiver that may be
given by a Party will be applicable except in the specific instance for which it
is given;  and (c) no  notice  to or demand on one Party  will be deemed to be a
waiver of any  obligation of such Party or of the right of the Party giving such
notice or demand to take further  action without notice or demand as provided in
this Agreement or the documents referred to in this Agreement.

     SECTION 12.6 ENTIRE AGREEMENT AND MODIFICATION.  This Agreement  supersedes
all prior agreements  between the Parties with respect to its subject matter and
constitutes  (along with the documents referred to in this Agreement) a complete
and exclusive  statement of the terms of the agreement  between the Parties with
respect to its subject  matter.  This  Agreement may not be amended  except by a
written  agreement  executed by the Party against whom the  enforcement  of such
amendment is sought.

     SECTION 12.7 ASSIGNMENTS,  SUCCESSORS,  AND NO THIRD-PARTY RIGHTS. No Party
may assign any of its rights under this  Agreement  without the prior consent of
the other Parties.  Subject to the preceding sentence, this Agreement will apply
to,  be  binding  in all  respects  upon,  and  inure to the  benefit  of and be
enforceable by the respective successors and permitted assigns of the Parties.

     SECTION  12.8  SEVERABILITY.  If any  provision  of this  Agreement is held
invalid  or  unenforceable  by any court of  competent  jurisdiction,  the other
provisions of this Agreement will remain in full force and effect. Any provision
of this  Agreement  held  invalid or  unenforceable  only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.

     SECTION 12.9 SECTION HEADINGS.The headings of Articles and Sections in this
Agreement are provided for convenience only and will not affect its construction
or  interpretation.  All  references  to "ARTICLE" or "ARTICLES" or "SECTION" or
"SECTIONS" refer to the corresponding Article or Articles or Section or Sections
of this Agreement, unless the context indicates otherwise.

     SECTION 12.10  CONSTRUCTION.  The Parties have participated  jointly in the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local, or
foreign  statute  or Law  shall  be  deemed  also  to  refer  to all  rules  and
regulations  promulgated  thereunder,  unless the  context  requires  otherwise.
Unless otherwise expressly  provided,  the word "including" shall mean including
without limitation.  The Parties intend that each representation,  warranty, and
covenant contained herein shall have independent significance.  If any Party has
breached  any  representation,  warranty,  or covenant  contained  herein in any
respect,  the fact  that  there  exists  another  representation,  warranty,  or
covenant relating to the same subject matter  (regardless of the relative levels
of  specificity)  which the Party has not  breached  shall not  detract  from or
mitigate the fact that the Party is in breach of such representation,  warranty,
or covenant.  All words used in this  Agreement  will be construed to be of such
gender or number as the circumstances require.

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     SECTION 12.11  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts,  each of  which  will be  deemed  to be an  original  copy of this
Agreement and all of which,  when taken  together,  will be deemed to constitute
one and the same  agreement.  In the event that any  signature  is  delivered by
facsimile  transmission,  electronic delivery, or by e-mail delivery of a ".pdf"
format data file, such signature shall create a valid and binding  obligation of
the Party  executing  (or on whose behalf such  signature is executed)  with the
same force and effect as if such facsimile, electronic copy, or ".pdf" signature
page were an original thereof.

     SECTION 12.12 GOVERNING LAW;  SUBMISSION TO JURISDICTION;  ATTORNEYS' FEES.
This Agreement shall be governed by and construed in accordance with the Laws of
the State of Florida,  without regard to conflicts of Laws  principles.  Each of
the Parties submits to the jurisdiction of any state or federal court sitting in
the State of Florida, Broward County, in any action or proceeding arising out of
or  relating  to this  Agreement  and  agrees  that all claims in respect of the
action or proceeding may be heard and determined in any such court.  Each of the
Parties  waives any  defense of  inconvenient  forum to the  maintenance  of any
action or proceeding so brought and waives any bond,  surety,  or other security
that might be required of any other Party with  respect  thereto.  Any Party may
make  service on any other Party by sending or  delivering a copy of the process
to the Party to be served at the  address  and in the  manner  provided  for the
giving of notices in SECTION 12.3 above. Nothing in this SECTION 12.12, however,
shall  affect the right of any Party to serve legal  process in any other manner
permitted by Law or at equity.  Each Party  agrees that a final  judgment in any
action or proceeding so brought shall be conclusive  and may be enforced by suit
on the  judgment or in any other  manner  provided  by Law or at equity.  In any
action brought to interpret to enforce this Agreement,  the prevailing  Party or
Parties  shall  be  entitled  to  recover  all  cost  related  thereto  from the
non-prevailing Party or Parties, including attorneys' fees and costs at both the
trial and appellate levels.

     SECTION 12.13 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY  IRREVOCABLY
WANES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING  ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


                            [SIGNATURE PAGE FOLLOWS]


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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as
of the date first above written.

                                  SBES:

                                  SOUTH BEACH SPIRITS, INC.
                                  a Nevada corporation


                                  By: /s/ Martin D. Ustin
                                      ------------------------------------------
                                       Martin D. Ustin, Chief Executive Officer

                                  SMP:

                                  ST. MARTIN POWERBOATS, LLC
                                  an Ohio limited liability company


                                  By: /s/ Paul Spivak
                                      ------------------------------------------
                                      Paul Spivak, President

                                  THE MEMBER:


                                  /s/ Paul Spivak
                                  ----------------------------------------------
                                  Paul Spivak

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