EXHIBIT 10.10

                                    AGREEMENT
                                    ---------

         THIS  AGREEMENT  (the  "Agreement")  is made  and  entered  into by and
between Premium Cigars  International,  Ltd., an Arizona corporation ("PCI") and
Steven A. Lambrecht  ("Lambrecht").  PCI and Lambrecht are collectively referred
to herein as the "Parties."

                                R E C I T A L S:
                                ----------------

         A.  Lambrecht  entered an Employment  Agreement with PCI dated June 13,
1997 (the "Employment Agreement").

         B. Lambrecht  entered an Amendment to Employment  Agreement with PCI on
November 19, 1997 (the "Amendment").

         C. PCI terminated Lambrecht's employment on March 1, 1998.

         D.  PCI and  Lambrecht  have  certain  disputes  regarding  Lambrecht's
severance compensation and other sums payable to Lambrecht.

         E. Without any  admission of  liability  by either  Party,  the Parties
desire to avoid and resolve  any further  dispute or  litigation  regarding  any
compensation or payments to Lambrecht from the Company.

         F. It is of utmost  importance  to PCI that  Lambrecht not compete with
PCI  after  his  termination  and PCI  wishes to  extend  the  current  covenant
not-to-compete in Lambrecht's Employment Agreement.

         FOR GOOD AND VALUABLE  CONSIDERATION,  the receipt and  sufficiency  of
which is hereby acknowledged, the Parties agree as follows:

         1. Settlement Contingent Upon PCI's Simultaneous  Settlement with Colin
A.  Jones and Greg P.  Lambrecht.  This  settlement  is  contingent  upon  PCI's
entering into separate  settlement  agreements with both Colin A. Jones and Greg
P. Lambrecht  regarding  certain  compensation  and other payments that they are
claiming.  If PCI has not entered into such settlement agreements with Steven A.
Lambrecht  and Greg P.  Lambrecht on or before 5:00 p.m. on March 3, 1998,  then
this  Agreement  shall be null and void and of no force  and  effect  whatsoever
against PCI or Lambrecht.

         2. Payment.  Provided that the  contingency  in Paragraph 1 is met, PCI
shall pay  Lambrecht,  within ten (10) business days after the execution of this
Agreement,  the sum of Forty Thousand Dollars ($40,000.00) (the "Payment").  The
Payment is an amount which was
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negotiated  by the  Parties in  exchange  for the release of claims set forth in
paragraph  7  herein  and  in  exchange  for  the   extension  of  the  covenant
not-to-compete in the Employment Agreement.

         3. Severance  Compensation.  Lambrecht  acknowledges the sole remaining
amount of  severance  compensation  to be paid is  $63,000,  which PCI shall pay
bi-weekly  over a period of 39 weeks.  PCI shall also pay  Lambrecht  $73.85 per
bi-weekly  period  until  the nine  (9)  months  following  his  termination  is
completed,  as a cash  payment  in  lieu of the  health  insurance  premium  for
Lambrecht  at the time of his  termination.  Lambrecht  will be  responsible  to
obtain his own health  insurance.  Lambrecht  acknowledges  that, except for the
severance compensation  described in this Paragraph,  the Payment and the 20,000
options to purchase PCI Common  Stock,  which rights have vested and approved by
the  Board  of  Directors  as  described  in  Paragraph  2 (i)  and  (ii) of the
Amendment,  and any applicable ongoing  compensation as a director,  he has been
paid for all services rendered to the PCI as an employee and has no right to any
additional employment  compensation or employment benefits of any kind from PCI.
Lambrecht  acknowledges  that he is not entitled to any vacation or compensation
in lieu of  vacation.  Lambrecht  acknowledges  that the  payment  of  severance
compensation  remains  subject to the  conditions of the  Employment  Agreement,
including,  without limitation,  the conditions of Paragraph 7 of the Employment
Agreement  as that Section  relates to  paragraphs  8, 9 & 10 of the  Employment
Agreement.

         4.  Withholding.  PCI shall make no deduction or  withholding  from the
Payment or payment in lieu of health insurance premium in Paragraphs 2 and 3, in
reliance  upon  Lambrecht  affirmative  representation  that he  will be  solely
responsible for any and all taxes and other amounts owed on such payments.

         5. Employment Agreement.

                  a.   Compensation.   Except  for  the  Payment  and  severance
         compensation  described in paragraphs 2 and 3 herein,  Lambrecht hereby
         waives any and all rights to any monetary or other  compensation  under
         the Employment Agreement.  Lambrecht expressly acknowledges that he has
         been paid in full for all services rendered to PCI prior to the date of
         this Agreement,  including  without  limitation  wages and vacation pay
         through the date of termination.

                  b. No Options or Bonus.  Except for the options  described  in
         Paragraph 2(ii) of the Amendment,  Lambrecht expressly waives any right
         to any  options  or  bonuses  which  have been or may in the  future be
         offered to any employee of PCI.

                  c.  Continuing  Obligations;  Extension  of  Covenant  Not  To
         Compete.  Notwithstanding  anything  contained within this Agreement to
         the contrary,  Lambrecht  expressly  acknowledges  that his obligations
         pursuant  to  Paragraphs  8, 9, 10 and 13 of the  Employment  Agreement
         relating to Customer Records, Confidential Information and the Covenant
         Not To Compete and PCI's remedies  under the  Employment  Agreement for
         Lambrecht's violations of said provisions and Miscellaneous  Provisions
         provided therein shall continue and remain in full force and effect for
         the term set forth in the
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         Employment Agreement. However, in exchange for the Payment, the term of
         the  Covenant  Not To  Compete as set forth in  paragraph  10(b) of the
         Employment Agreement shall be extended for an additional six (6) months
         for a total of 18 months from the date of Lambrecht's  termination from
         PCI.  During the  duration of the  Covenant  Not To Compete,  Lambrecht
         shall  present to the Board any  potential  conflict with such covenant
         and a majority of the Board of  Directors  shall  determine  whether an
         actual conflict exists with the business of the Company (which is cigar
         distribution).

         6. Status as a Director.  This Agreement  shall not affect  Lambrecht's
status as a director of PCI, and Lambrecht shall be entitled to the compensation
paid to, or options granted to, outside directors and Lambrecht shall be treated
as an outside director  effective upon the date of termination of his employment
with PCI.

         7.  Release of Claims.  Except for the  obligations  created by and the
rights  expressly  reserved  within this  Agreement,  Lambrecht  does hereby and
forever  discharge PCI and each of its  respective  stockholders,  predecessors,
successors,  assigns, agents, directors,  officers, employees,  representatives,
consultants,  affiliates, lawyers, and all persons acting by, through, under, or
in concert with them,  or any of them,  of and from any and all manner of action
or actions, cause or causes of action, in law or in equity, suits,  liabilities,
claims, demands,  damages,  losses, costs or expenses, of any nature whatsoever,
(hereinafter collectively "claims") arising out of or relating to the Employment
Agreement or Lambrecht's  employment  with PCI. As stated more  particularly  in
Paragraph 8 herein,  both Parties expressly reserve the right to bring an action
to enforce this  Agreement and the  obligations  and rights  expressly  reserved
herein.  It is the  Parties  intention  that  the  foregoing  release  shall  be
effective  as a full and  final  accord  and  satisfaction,  and as a bar to all
claims  against  PCI as set forth  above,  except for an action to enforce  this
Agreement or any rights expressly reserved within this Agreement.

         8. Further Actions.  The Parties may plead this Agreement as a full and
complete  defense to, and as the basis for an  injunction  against,  any action,
suit or other proceeding which either Party may institute,  prosecute or attempt
in breach of this Agreement.

         9.  Costs.  The  Parties  will  bear  their  own  costs,  expenses  and
attorneys' fees, whether taxable or otherwise,  incurred in or arising out of or
connected  with the  negotiation  of this  Agreement  and the  disputes  settled
herein.

         10.  Construction  of this  Agreement.  This  Agreement has been freely
entered into by the Parties. PCI has been represented by counsel and PCI advised
Mr.  Lambrecht  of his  right to seek  counsel,  but Mr.  Lambrecht  elected  to
represent himself. The validity,  effect and performance of this Agreement shall
be governed and  construed by the laws of the State of Arizona.  This  Agreement
shall be construed  liberally to effect its purpose,  and the Parties  waive any
rule  requiring  strict  construction  against or in favor of either Party.  The
Agreement shall be construed as if drafted by the Parties jointly.
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         11. Integration  Clause.  This Agreement embodies the full and complete
understanding  and  agreement  between the Parties  with  respect to the matters
addressed  herein.  This  paragraph  may be waived or modified only in a writing
signed by the party to be charged.

         12. Severability. If any term of this Agreement shall be found invalid,
void or  unenforceable,  that term shall be severed from this  Agreement and the
remaining terms enforced as specified herein.

         13. Prevailing Party. In any action arising out of this Agreement,  the
prevailing  party or  parties  shall  be  entitled  to an  award  of  reasonable
attorneys' fees and costs incurred in such action,  which award shall be made by
the Court,  and shall be in addition to any other  relief to which such party or
parties are entitled.  The Parties  expressly  consent to the  jurisdiction  and
venue of Maricopa  County,  Arizona  Superior  Court for the  resolution  of any
future disputes.

         14. Binding  Effect.  This  Agreement  shall be binding upon, and shall
inure  to  the   benefit   of,   the   Parties,   their   officers,   directors,
representatives,  agents, employees, attorneys, heirs, personal representatives,
successors and assigns.

         15. No  Admission  of  Liability.  The  Parties  agree  that this final
compromise  and  settlement  is not and  shall  not be used as an  admission  of
liability or responsibility.

         16. Counterparts.  This Agreement may be executed in counterparts which
together shall constitute one and the same instrument.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of this 3rd day of March, 1998.


PREMIUM CIGARS INTERNATIONAL, LTD.


By    /s/ John E. Greenwell                       /s/ Greg P. Lambrecht
  ----------------------------------         -----------------------------------
   John E. Greenwell, President              Greg P. Lambrecht
   and Chief Executive Officer
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