Exhibit 10.25

                               SECURITY AGREEMENT


         Security   Agreement,   dated  as  of  April  8,  2003  (the  "Security
  Agreement"), by and between NEXCOMM INTERNATIONAL BEVERAGE, LLC, a Connecticut
  limited  liability  company having a principal place of business in Southport,
  Connecticut,  (hereinafter the "Secured Party"), and DRINKS AMERICAS,  INC., a
  Delaware   corporation  having  a  principal  place  of  business  in  Wilton,
  Connecticut (hereinafter the "Debtor").



                                     RECITAL

        The  background  of the Security  Agreement is that Debtor has delivered
 its  Guaranty  to the  Secured  Party  pursuant  to the  terms  and  conditions
 contained in a certain  Secured  Convertible  Noted and Agreement  (the "Note")
 issued  by  Maxmillian  Partners  LLC  ("Borrower")  in  the  original  maximum
 principal amount of Two-Hundred Thousand  ($200,000.00) Dollars, to the Secured
 Party as of the date hereof. All capitalized terms not otherwise defined herein
 shall  have  the  definitions  ascribed  to such  terms in the  Note.  The Note
 provides,  inter alia, that the Note is to be secured by the Security Agreement
 of  Borrower,  and by the  Guaranties  of Debtor and  Maxmillians  Mixers  LLC,
 (collectively  "Guarantors"),  which  Guaranties  are to be secured by security
 interests in and to the assets of each of said  Guarantors in  accordance  with
 security agreements similar in form to that delivered by Debtor (the Guarantees
 and the security  agreements of the Guarantors are collectively  referred to as
 the  "Guaranty  Documents").  The security  interest  granted in this  Security
 Agreement  is granted by Debtor to secure each of the  payment and  performance
 obligations  of Borrower  arising under the Note and the security  agreement of
 Borrwer,  and  the  payment  and  performance  obligations  by  the  respective
 Guarantors  under  the  Guaranty  Documents  (collectively  as to  Debtor,  the
 "Obligations")

          1. Grant of Security  Interest.  Debtor,  for value  received,  hereby
 grants to Secured  Party,  a  continuing  security  interest  in the  following
 property  now or  hereafter  owned by Debtor (the  "Collateral")  to secure the
 payment and performance  obligations of the Borrower,  as more specifically set
 forth  in  the  Note,  and  the  payment  and  performance  obligations  of the
 Guarantors as set forth in the Guaranty Documents.

              (a) the property described in Schedule "A" annexed hereto and made
a part hereof;

              (b) all property,  goods and chattels of the same classes as those
          set forth in Schedule  "A"  acquired by the Debtor  subsequent  to the
          execution of this Agreement and prior to its termination;

              (c) proceeds of the Collateral; and
<PAGE>

              (d) all  increases,  substitutions,  replacements,  additions  and
          accessions  to the  Collateral,  other than with  respect to any motor
          vehicles  or  replacements  which  are  subject  to a  purchase  money
          security  interest  of any  other  party  at the  time  such  same are
          acquired; and (ii) from which products and proceeds shall not serve as
          Collateral  hereunder  to the extent  utilized to acquire  other motor
          vehicles to be used by Debtor.



       2. Ownership of Collateral.  Debtor  represents that it has good title to
 all property  described  in Schedule  "A",  subject  only to the prior  secured
 interest of Debtor's  institutional lender in respect of indebtedness  relating
 to the  acquisition  by Debtor of the Assets  from  Seller,  or any  amendments
 modifications,  renewals,  or refinancing of such  indebtedness (the "Lender");
 that it has the right to convey a security  interest in such  Collateral to the
 Secured Party; and that except for the Lender,  no other person has or purports
 to have any right, title, lien, encumbrance, adverse claim, or interest in such
 property  except as  disclosed  in writing to, and  accepted in writing by, the
 Secured  Party.  Debtor  further  represents  and warrants  that (i) all action
 necessary to enable Debtor to execute this Security  Agreement and the Note and
 to perform same in accordance with their respective terms,  including the grant
 of the security  interest herein,  has been taken,  (ii) that no consent of any
 party is required for the execution, delivery and performance by Debtor of this
 Security  Agreement and the Note,  (iii) that this  Security  Agreement and the
 Note  constitute the valid binding and enforceable  obligation of Debtor;  (iv)
 that the execution and  performance of this Security  Agreement and the Note by
 the  Debtor  will  not  result  in any  violation  of any  material  agreement,
 indenture  or other  instrument  to  which  Debtor  is a party or any  judgment
 decree,  order,  law or  regulation  applicable  to  Debtor;  and (v)  that the
 security interest granted pursuant to this Security Agreement,  upon due filing
 of the  appropriate  financing  statement will constitute a valid and perfected
 security interest.

        3.Use of Collateral.

          Debtor represents that the Collateral has been acquired and is used by
 the Debtor, or will be acquired and will be used by Debtor,  for the purpose of
 operating the business of the Debtor (the "Use").

        4.Acts to Be Performed by Debtor.

          Debtor agrees as follows:

              (a) Payment and  Performance.  Debtor shall pay and perform all of
 the Obligations secured by this Security Agreement according to their terms.

                                       2
<PAGE>

              (b)  Further  Assurances.  Debtor  shall  defend  the title to the
 Collateral  against all persons and against all claims and demands  whatsoever,
 and shall indemnify Secured Party for all costs, fees, and expenses incurred in
 connection  with such claims and demands.  On demand by Secured  Party,  Debtor
 shall  (i)  furnish  further  assurance  of title,  (ii)  execute  any  written
 instrument  or do any other acts  necessary to make  effective the purposes and
 provisions  of  this  Security  Agreement,  and  (iii)  execute  any  financing
 statement  instrument  or statement  required by the Secured Party or by law or
 otherwise in order to perfect or continue the security  interest of the Secured
 Party in the Collateral free of all other liens, claims and rights of any third
 parties whatsoever except as provided herein.

              (c) Possession and Removal. Debtor may remain in possession of the
 Collateral  until and unless  Debtor  shall be in default  under this  Security
 Agreement,  provided  Debtor shall not permit the Collateral to be removed from
 its present location(s) without consent of the Secured Party.

              (d) Sale and  Exchange.  Debtor  shall not,  without  the  written
 consent of the Secured Party, sell, exchange, contract to sell, lease, encumber
 or transfer the Collateral,  and whether or not such consent has been obtained,
 the  proceeds  of such  sale,  exchange,  or  transfer  shall be applied to the
 obligations  secured  by this  Security  Agreement,  or become  subject  to the
 security interest of this Security  Agreement,  provided,  however that nothing
 herein shall be construed  to prohibit the sale of  Collateral  in the ordinary
 course of the Business; or

                   (i)  Simultaneously  with or prior to such  removal  any such
 Collateral  (to the extent the  Collateral  may be susceptible of removal) such
 Collateral  shall be replaced with other  property of a value at least equal to
 that of the replaced Collateral and shall be free from any security interest or
 other  encumbrance and from any  reservation of title,  and by such removal and
 replacement Debtor shall be deemed to have subjected such replacement  property
 to this Agreement, or

                   (ii) Any net cash  proceeds  received  from such  disposition
 (other than from the collection of accounts  receivable in the ordinary  course
 of business)  shall at the election of the Secured Party, be paid over promptly
 to the Secured Party to be held as security for the  performance and payment of
 all obligations  secured by this Agreement  according to their terms or applied
 to the payment thereof.

              (e) Certain Acts Required.

                   (i) Proper Care and  Inspection.  Debtor  shall  maintain the
 Collateral in good and saleable condition and repair, and shall clean, shelter,
 and otherwise deal with the Collateral in all such ways as are considered  good
 practice by owners of like property.  Debtor shall use the Collateral  lawfully
 and only as permitted by the policies of insurance  required in accordance with
 Paragraph 4(e)(ii), below.

                   (ii)  Insurance.

                                       3
<PAGE>

                            (A) Debtor shall keep the Collateral insured for the
 benefit of Secured Party against loss by fire and other casualties  or risks in
 such form and  amount, and with such  companies,  as may be required by Secured
 Party.  Such  insurance  policies shall name the Secured Party as an additional
 insured under such policies. Debtor agrees to deliver the insurance policies to
 Secured Party upon request  therefor,  and Debtor  hereby  appoints the Secured
 Party the attorney for the Debtor in  obtaining,  adjusting  and  canceling any
 such  insurance  with respect to the  Collateral  and in  endorsing  settlement
 drafts,  and  hereby  assigns  to the  Secured  Party all sums which may become
 payable under such insurance,  including  return premiums and dividends,  which
 sums  shall  serve  as  additional  security  for the  indebtedness,  provided,
 however, that in the absence of any default hereunder or under the Note, Debtor
 shall have the right to expend such sums paid by any insurer as a result of any
 casualty or loss to the  Collateral  for any like  Collateral,  which such like
 Collateral  shall be secured  hereunder.  Debtor shall give  immediate  written
 notice to the Secured Party and to insurers of loss or damage to the Collateral
 and shall promptly file proofs of loss with insurers.

                            (B) Debtor shall maintain  comprehensive  general
 liability  insurance   in  respect  of  the  Use  for  at  least  One   Million
 ($1,000,000.00)  Dollars  combined  single limit for bodily injury and property
 damage,  naming the Secured  Party as an  additional  insured.  All policies of
 insurance  shall  provide for at least  thirty (30) days  written  cancellation
 notice to the Secured Party.  The Secured Party shall be named as a loss payee,
 as its  interest may appear,  and at the request of the Secured  Party shall be
 delivered to the Secured Party to be held by it.

                   (iii)   Encumbrances   and  Taxes.   Debtor  shall  keep  the
 Collateral free from all prior security interests,  liens, claims, charges, and
 encumbrances,  and shall pay when due all taxes and assessments relating to the
 Collateral.

                   (iv)  Information.  Debtor will keep at its address set forth
 in the first paragraph of the Security  Agreement,  its records  concerning the
 Collateral  and promptly  make such records  available  for  inspection  by the
 Secured Party upon request.  Debtor shall furnish promptly to Secured Party any
 other  information which the Secured Party may reasonably  require,  and Debtor
 hereby  represents and warrants that its records  concerning the Collateral and
 any such information at any time supplied to Secured Party (including,  but not
 limited to, the value and condition of the Collateral,  and the accuracy of any
 financial  statements)  is (or  will  be) true  and  accurate  in all  material
 respects.

                   (v) Notification of Change. Debtor shall notify Secured Party
 promptly of any change in the  location of the  Collateral,  Debtor's  place or
 places of business, or Debtor's mailing address.

                   (vi)  Debtor  shall  use the  Collateral  solely  for the Use
 described in Paragraph 3.

                                       4
<PAGE>

                   (vii) Debtor shall not use or maintain the  Collateral in any
 manner  prohibited  by  any  terms  of any  insurance  policies  covering  such
 Collateral, any state, federal or local law or ordinance or in any manner which
 may give rise to any claims or rights of third parties against the Collateral.

                   (viii) Debtor shall indemnify and hold Secured Party harmless
 from and  against any loss,  liability,  damage,  cost and  expense  whatsoever
 arising  from  Debtor's  use,   operation,   ownership  or  possession  of  the
 Collateral,  except for such loss,  cost or expense  resulting from the Secured
 Party's gross negligence or willful misconduct.

                   (ix) Debtor shall  promptly  notify the Secured  Party of any
 event causing material loss, theft, damage,  destruction or depreciation of the
 Collateral,  and the amount thereof, as well as any other matters affecting the
 value, enforceability or collectability of any of the Collateral,  which notice
 shall be delivered immediately upon Debtor's knowledge of any such event.

                   (xi) Debtor  shall pay all costs,  including  but not limited
 to, reasonable attorneys fees, incurred by the Secured Party in connection with
 the perfection,  continued perfection, and preservation of its interests in the
 Collateral,  and shall reimburse the Secured Party,  on demand,  for all of the
 Secured Party's expenses and costs,  including  reasonable fees and expenses of
 its counsel,  in connection with the enforcement of this Security  Agreement or
 any  proceeding  brought  or  threatened  to  enforce  payment  of  any  of the
 obligations  arising  hereunder,  or in  prosecuting  or defending  against any
 actions or proceedings  commenced under the United States  Bankruptcy  Code, as
 amended, or under any similar state law or regulation.

              (f) Failure to Perform Acts.

                   (i) Performance by Secured Party.  Upon failure by the Debtor
 to  perform  any of the acts to be  performed  by  Debtor  in  accordance  with
 Paragraph 4(e) above,  the Secured Party shall be authorized and shall have the
 option to perform any and all of said acts in any manner  deemed  proper by the
 Secured Party,  without  waiving any rights with respect to the  enforcement of
 this Agreement.

                   (ii)  Advances  Secured.  Any  and  all  reasonable  expenses
 (including,  without  limitation,  counsels'  fees, the cost of insurance,  and
 payment of taxes or other  charges) paid by the Secured Party in respect of the
 Collateral  shall be deemed advanced to the Debtor by the Secured Party as part
 of the  Obligations,  and shall be secured by the security  interest granted in
 this Security Agreement.

                                       5
<PAGE>

        5.Default.  At the option of the Secured Party, the Obligations  secured
 under this Agreement shall become  immediately due and payable in full upon the
 happening of one or more of the following events ("Events of Default"):

              (a) If there shall occur an event of default in the Obligations;

              (b) There shall  occur any  failure to make  payment of any amount
 due and payable pursuant to this Security  Agreement when due, and such failure
 shall continue for a period in excess of ten (10) days after written notice, or
 if there shall occur any other breach, or the failure to perform, any covenant,
 condition  or  provision  of the this  Security  Agreement  and such  breach or
 failure continues for a period in excess of thirty (30) days following the date
 of written  notice of such breach or failure;  provided,  however,  that in the
 event such breach or notice is not  susceptible of cure within said thirty (30)
 day period, then within such additional reasonable period as may be required to
 cure such  breach or  failure;  further  provided,  such cure  shall  have been
 diligent commenced during said initial thirty (30) day period.

              (c) In the event  any  representation  set forth in this  Security
 Agreement shall be false, or if any warranty herein shall be breached.

              (d)  If  the  Debtor  shall  fail  to  comply  with  any  statute,
 requirement,  rule,  regulation,  order  or  decree,  of  any  federal,  state,
 municipal or other  governmental  authority  relating to the  Collateral  which
 impairs the security interest granted hereunder.

              (e) If the Collateral or any portion  thereof,  or any interest of
 the Debtor therein,  shall be levied upon or attached by virtue of an execution
 issued upon any judgment or a writ of attachment or any other process,  and not
 released within sixty (60) days.

              (f) If there  shall be filed by the  Debtor,  or any  other  party
 against the  Debtor,  in any court  pursuant  to statute,  either of the United
 States  or  any  state,   a  petition  in   bankruptcy  or  insolvency  or  for
 reorganization,  or for the  appointment of a receiver or trustee of all or any
 portion of the Debtor's property, or in the event there shall be any assignment
 by the Debtor for the  benefit of  creditors;  provided,  however,  that in the
 event such a petition shall be involuntary,  no default shall be deemed to have
 occurred hereunder unless such petition is not dismissed within sixty (60) days
 following the commencement of any such proceedings against Debtor.

       6. Remedies Upon Default.

              (a) General. In the event there shall occur any default under this
 Security  Agreement  which is not cured within ten (10) days following  written
 notice  thereof from Secured  Party to Debtor,  the Secured Party shall have in
 addition to those provided in this Security Agreement,  all rights and remedies
 available to a secured party upon default as provided in the Uniform Commercial
 Code.

                                       6
<PAGE>

              (b) Notice to Accounts. Upon the occurrence of an Event of Default
 hereunder, Debtor shall, at the request of the Secured Party, notify and direct
 its  current  and  future  account  debtors to remit all  amounts  then owed or
 thereafter  owing to the Debtor to a post office box  established and rented by
 the Secured  Party,  and in which the Secured  Party shall have  exclusive  and
 unrestricted  access  thereto,  all of the express  purpose of instituting  and
 maintaining a lock box arrangement in respect of Debtor's accounts.  The Debtor
 hereby   constitutes   the   Secured   Party  or  its   designee   as  Debtor's
 attorney-in-fact   with  power  to  endorse   Debtor's  name  upon  any  notes,
 acceptances,  checks,  drafts,  money orders or other  instruments  or forms of
 payment that may come into the Secured  Party's  possession;  to sign  Debtor's
 name on any invoice or bill of lading  relating to any of its accounts,  drafts
 against the Debtor's  account  debtors,  assignments and  verifications  of its
 accounts and notices to the Debtor's account debtors; to notify the Post Office
 authorities  to change the address for delivery of mail addressed to the Debtor
 to such address as the Secured  Party may  designate;  and to do all other acts
 and  things  necessary  to  carry  out a lock  box  facility.  All acts of said
 attorney or designee are hereby  ratified and  approved,  and said  attorney or
 designee  shall not be liable for any acts or omission or  commission,  nor for
 any error of judgment or mistake of act of law;  this power being  coupled with
 an  interest  is  irrevocable  while  any  obligations  of the  Debtor  arising
 hereunder remain unsatisfied.  In addition, upon the occurrence of any Event of
 Default  hereunder,  or if the  Secured  Party shall have any reason to believe
 that not all of Debtor's accounts are being paid into such lock boxes,  Secured
 Party may itself so notify the account debtors of the Debtor, without notice to
 the Debtor,  and direct any and all such  accounts to remit such amounts  owing
 under the accounts directly to the Secured Party. At its option and in its sole
 business judgment,  the Secured Party may collect,  bring suit, extend the time
 for payment of,  compromise  or settle for cash,  credit or otherwise  upon any
 terms,  any of Debtor's  accounts or any  securities,  instruments or insurance
 applicable  thereto  and/or release the obligor  thereon.  The Secured Party is
 authorized  and  empowered to undertake  each and every of the  foregoing  acts
 without notice to or consent of the Debtor,  all without  discharging or in any
 way affecting Debtor's liability  hereunder.  Nothing herein contained shall be
 construed  to  constitute  the Debtor as an agent of the Secured  Party for any
 purpose  whatsoever,  and the Secured Party shall not be  responsible or liable
 for any shortage,  discrepancy,  damage, loss or destruction of any part of the
 Collateral  wherever  the same  may be  located  and  regardless  of the  cause
 whereof,  except to the extent  same may result  from the  Secured  Party's own
 gross negligence or willful  misconduct.  The Secured Party shall not under any
 circumstances or in any event  whatsoever,  have any liability for any error or
 omission or delay of any kind occurring in a settlement,  collection or payment
 of any of Debtor's  accounts or any instrument  received in payment  thereof or
 for any damage  resulting  therefrom.  The  Secured  Party does not by anything
 herein or in any  assignment or otherwise,  assume any of Debtor's  obligations
 under any contract or agreement, and the Secured Party shall not be responsible
 in any way for the  performance  by Debtor  of any of the terms and  conditions
 contained  herein.  At any time  subsequent  to the  occurrence of any Event of
 Default  hereunder,  the Secured  Party  shall have the right to  instruct  the
 Debtor's accountants at Debtor's expense, to verify the balances outstanding on
 any and all of the accounts.  Any checks,  drafts, money orders, cash, items or
 other  instruments  processed in the  accordance  with the  foregoing  shall be
 applied as of the date received by the Secured  Party to any unpaid  balance of
 any  of the  obligations  of the  Debtor,  including  but  not  limited  to the
 outstanding  balance  under the Note,  subject to the Secured  Party's right to
 debit any such unpaid balance for any dishonored checks,  drafts, money orders,
 cash items, or instruments returned by the payor thereof.

                                       7
<PAGE>

              (c) Assembly of  Collateral.  In the event of default which is not
 cured as provided in Paragraph 6(a),  above, the Debtor shall,  upon request of
 the Secured Party, assemble the Collateral and make it available to the Secured
 Party  at a place  reasonably  convenient  to both  parties  designated  by the
 Secured Party.

              (d) Notice of  Disposition.  If an event of default (as defined in
 Paragraph 6) has occurred under this Agreement,  the Secured Party may sell the
 Collateral at a public or private sale for cash or otherwise. The Secured Party
 shall give the Debtor notice of the time and place of any public sale of any of
 the  Collateral  or of the time  after  which  any  private  sale or any  other
 intended  disposition  thereof is to be made by sending  notice by  first-class
 mail,  postage  prepaid and  addressed  to the Debtor at the latest  address of
 Debtor  appearing  on the records of the  Secured  Party at least five (5) days
 before the time of the sale or other  disposition,  which provisions for notice
 the Debtor and Secured Party agree are reasonable.

              (e)  Application of Proceeds.  Any proceeds of any  disposition of
 the  Collateral,  either in whole or in part,  shall be applied by the  Secured
 Party first to the payment of expenses in connection  with the  Collateral  and
 the disposition  thereof,  including without limitation,  reasonable  counsels'
 fees and legal expenses, and any balance of such proceeds may be applied by the
 Secured  Party  to the  payment  of such  of the  Obligations  secured  by this
 Agreement, and in such order of application, as the Secured Party may from time
 to time elect.

              (f) Debtor  hereby  appoints  the  Secured  Party as its agent and
 attorney in fact for the  administration of this Agreement,  including the sale
 of the Collateral upon default.  Such  appointment as attorney in fact shall be
 coupled with an interest and shall be irrevocable.

          7. Covenant to Pay Deficiency.

          In the event the sale or other  disposition of the Collateral shall be
 insufficient  to satisfy  the  obligations  secured by this  Agreement  and the
 reasonable expenses of retaking,  holding,  preparing for sale, selling and the
 like,  including  without  limitation,  reasonable  attorneys'  fees and  legal
 expenses incurred by the Secured Party in connection with this Agreement or the
 Obligations  secured hereby,  the Debtor shall be and remain liable for any and
 all of such deficiency.

                                       8
<PAGE>

          8. Miscellaneous.

              (a) Waiver of Certain  Matters.  The Debtor  expressly  waives all
 requirements of presentment,  protest, notice of protest, notice of non-payment
 or dishonor.

              (b)  Non-Waiver  of Certain  Matters.  Any  failure by the Secured
 Party to exercise any right set forth in this Agreement  shall not constitute a
 waiver thereof.  Nothing in this Agreement or in the Obligations secured hereby
 shall  preclude any other remedy by action or otherwise for the  enforcement of
 this Agreement or for the payment in full of the Obligations hereby secured.


              (c) No Discharge.  No party to this Agreement  shall be discharged
 by any extension of time, additional advances,  notice, renewals and extensions
 of the Note, the taking of further security,  the  extinguishment or release of
 the security interest as to all or any part of the Collateral, or any other act
 or omission,  except by release or discharge of the security  interest upon the
 full payment of the Obligations secured hereby.

              (d) Succession.  This Agreement shall be binding upon and inure to
 the  benefit of the  respective  successors  and  assigns of the Debtor and the
 Secured  Party.  Debtor may not assign  its  rights or  obligations  under this
 Agreement without the written consent of the Secured Party.

              (e)   Notices.   All   notices,   requests,   demands   and  other
 communications  made in connection  with this Agreement shall be in writing and
 shall be  deemed  to have  been  duly  given  (a) on the date of  delivery,  if
 delivered  to the  persons  identified  below,  (b) seven  calendar  days after
 mailing if mailed,  with proper  postage,  by  certified  or  registered  mail,
 postage prepaid, return receipt requested, addressed as follows:

 If to the Secured Party

                  59 Old Post Road
                  Southport, Connecticut 06490
                  Attn: Kenneth H. Close

         With a copy to:

                  Samuel  Febbraio, Jr., Esq.
                  Berkowitz, Trager  & Trager, LLC
                  235 Post Road West
                  Westport, CT.  06880

                                       9
<PAGE>

 If to the Debtor:

                  372 Danbury Road
                  Wilton, Connecticut 06897
                  Attn:  J.Patrick Kenny

 With copy to:

                  Robert Shepard, Esq.
                  Ballon Stoll Bader and Nadler, PC.
                  1450 Broadway
                  New York, New York  10018-2268


 or (c) on the date of receipt if sent by telecopy,  and confirmed in writing in
 the manner set forth in (b) on or before the next day after the  sending of the
 telex or  telecopy.  Such  addresses  and numbers may be changed,  from time to
 time, by means of a notice given in the manner provided in this Section.

              (f) Governing Law. The rights and duties of the parties under this
 Agreement shall be governed by the laws of the State of Connecticut  applicable
 to contracts  executed and to be wholly performed within such State, and Debtor
 hereby  irrevocably  consents  to the  jurisdiction  and venue of all state and
 federal courts in the City of Hartford in any action based upon this Agreement.


                                       10
<PAGE>

        IN WITNESS  WHEREOF,  the  undersigned  have duly executed this Security
 Agreement as of the date set forth above.



                                            DEBTOR
                                            DRINKS AMERICAS, INC.




                                            By: /s/
                                               ------------------------------
                                               J. Patrick Kenny, Manager,
                                               duly authorized




                                            SECURED PARTY
                                            NEXCOMM INTERNATIONAL BEVERAGE, LLC


                                            By:
                                               ---------------------------------
                                               Kenneth H. Close, Member duly
                                               authorized



                                       11
<PAGE>

                                   SCHEDULE A



        (1) All  accounts,  contract  rights,  instruments,  documents,  chattel
 paper, general intangibles (including, but not limited to choses in action, tax
 refunds, and insurance proceeds); any other obligations or indebtedness owed to
 Debtor  from  whatever  source  arising;  all rights of Debtor to  receive  any
 payments  in  money or kind;  all  guaranties  of the  foregoing  and  security
 therefor;  all of the right,  title, and interest of Debtor in and with respect
 to the goods, services, or other property that gave rise to or that secures any
 of the foregoing and insurance policies and proceeds relating thereto,  and all
 rights  of  Debtor  as an  unpaid  seller  or  lessor  of goods  and  services,
 including,  but not limited  to, the rights to  stoppage in transit,  replevin,
 reclamation,  and  resale;  and all of the  foregoing,  whether  now  owned  or
 existing or hereafter created or acquired.

        (2) All goods,  merchandise,  and other  personal  property now owned or
 hereafter  acquired by Debtor that are held for sale or lease, or are furnished
 or to be furnished under any contract of service or lease or are raw materials,
 work-in-process,  supplies, or materials used or consumed in Debtor's business,
 and all products thereof, and all substitutions,  replacements,  additions,  or
 accessions therefor and thereto.

        (3) All inventory,  machinery,  equipment,  furniture and fixtures,  now
 owned or  hereafter  acquired by Debtor,  and used or  acquired  for use in the
 business of Debtor,  together with all accessions thereto and all substitutions
 and replacements thereof and parts therefore.

        (4) All cash or  noncash  proceeds  of any of the  foregoing,  including
 insurance proceeds.

        (5) All  ledger  sheets,  files,  records,  documents,  and  instruments
 (including, but not limited to, computer program, tapes, and related electronic
 data processing software) evidencing an interest in or relating to the above.

        (6) All instruments,  documents,  securities, property, and the proceeds
 of any of the  foregoing,  owned by Debtor or in which  Debtor has an interest,
 which now or hereafter are at any time in the  possession or control of Secured
 Party or in transit by mail or  carrier  to or in the  possession  of any third
 party  acting on behalf of Secured  Party,  without  regard to whether  Secured
 Party received the same in pledge, for safekeeping,  as agent for collection or
 transmission or otherwise or whether Secured Party had  conditionally  released
 the same.


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