Exhibit 10.5

                   Xanadu Normans Wines Distribution Agreement

THIS AGREEMENT is made on the 24th day of June 2003.

BETWEEN

XANADU WINES LIMITED (ABN 59 086 435 136) of 16 Ord Street, West Perth, Western
Australia ("Xanadu")

AND

DRINKS AMERICAS, INC. of Suite 163, 372 Danbury Road, Wilton, CT 06897, USA
("Importer")

THE PARTIES COVENANT AND AGREE:

1. OPERATIVE PART

         1.1 Interpretation
         In this Agreement, unless the context requires otherwise:

         Agreement means this deed as amended or supplemented from time to time;

         Commencement Date means the 15th day of July 2003;

         Competing Producer means an Australian wine producer that can
         reasonably be considered to be competitive with Xanadu having regard to
         its overall image, recognition, reputation, sales volume, product range
         or other similarities;

         Competing Product means an Australian wine product that can reasonably
         be considered to be competitive with the Products taking into account
         each or any of the following criteria in relation to the wine:

                  (a) the normal wholesale selling price;
                  (b) quality;
                  (c) grape varieties or wine style;
                  (d) image and profile;
                  (e) labeling, get-up or packaging;
                  (f) the brand or product name or producer name; and
                  (g) any other similarities;
                  but "Competing Product" does not include:
                  (h) any wine product from any producer for which the Importer
                  is Importer and/or wholesaler at the date of this Agreement;
                  (i) any wine product from any producer which is sold or
                  distributed at any time or from time to time by the Importer
                  on behalf of an independent commission agent;

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                  (j) any Australian wine product which does not compete with
                  the Products taking into account the criteria numbered (a) to
                  (g) in this definition;

Confidential Information means any knowledge or information, which the Parties
now have or may acquire in the future concerning:

                  (a) this Agreement; or
                  (b) the policy, processes, operations, affairs, or activities
                  of either party including but not limited to trade secrets,
                  drawings, know how, techniques, instructions, business and
                  marketing plans, records of any type, accounts arrangements,
                  customer information and lists, concepts and formulae; and
                  (c) the intellectual property of either party (whether by
                  ownership or license), including but not limited to patents,
                  trademarks, logos, copyrights, processes, confidential
                  information and know how, registered and non-registered
                  designs, models, computer programs and software, computer
                  source codes, operation manuals, drawings, equipment,
                  advertising and promotional materials;
                  whether such information:
                  (d) is disclosed in writing, orally or by any other means by a
                  party or by any person on that party's behalf to the other
                  party; or
                  (e) comes to the knowledge of a party as a result either
                  indirectly or directly of that party's association with the
                  other party;

Force Majeure means any war, riot, terrorism, civil commotion, labor disputes or
strikes, airport closure, lockouts, inability to obtain labor or materials,
fire, other acts of God, accidents, government restrictions or appropriations,
or other causes of a like nature which are beyond the control of a party;

Further Term means each further term of ONE (1) year commencing at the
expiration of the immediately preceding Term;

Import Price means the price charged by the Importer when selling to a
Wholesaler;

Incoterms 2000 means the English text of the International Commercial Terms
coming into force as of 1 January 2000 published by the International Chamber of
Commerce;

Laid in Cost means the Net Price plus ocean freight, U.S. Federal duties and
taxes, inland freight from wharf to warehouse, including a warehouse "in" fee
but excluding any other warehouse monthly or "out" fees;

Marketing Fund means the advertising and promotional fund established by the
Importer under clause 4.2;

Marketing Plan means the marketing plan developed by the Importer and Xanadu
each year during the Term pursuant to clause 4.2;

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Minimum Sales means the minimum annual sales for each Product agreed between
Xanadu and the Importer from time to time pursuant to Clause 4.3 except that
until varied, the minimum sales for each Product are those specified in Schedule
1;

Net Price means the net price for the Products determined by Xanadu from time to
time, which unless expressly stated otherwise, shall be exclusive any tax, rate,
charge or duty which may be incurred outside of Australia;

Payment Terms means a date no more than one hundred and twenty (120) days from
the date of Bill of Lading for initial twelve (12) month period from the date of
this agreement, and thereafter a date no more than ninety (90) days from the
date of Bill of Lading;

Products means the Xanadu wines specified in Schedule 1, as amended by Xanadu
from time to time;

Schedule means a schedule to this Agreement;

Term means a term of TWO (2) years commencing from the Commencement Date;

Territory means all the States and Territories of the United States of America;
and

Wholesaler means any person appointed by the Importer as a distributor or
sub-agent pursuant to Clause 5;

1.2 Interpretation

In this Agreement, except where the context otherwise requires:

                  (a) a reference to a statute includes a reference to each
                  regulation made under that statute and each amendment to or
                  re-enactment of either;
                  (b) if a party is two or more persons, the covenants and
                  agreements on their part
                  must be observed and performed by them jointly and each of
                  them severally and may be enforced against any one or any two
                  or more of them;
                  (c) if the day or last day for doing an act is not a business
                  day, the day or last day for doing the act will be the next
                  following business day; (d) except in the Schedule, headings
                  do not affect the interpretation of this Agreement;
                  (e) a reference to a party includes the executors,
                  administrators, personal representatives, successors, and
                  assigns, of that party or if a party is two or more persons,
                  those of each of them; and
                  (f) where the context permits, a reference to the Importer
                  shall include a reference to a Wholesaler and the Importer
                  shall be responsible for the observance and performance of
                  those terms by the Wholesaler.

2. APPOINTMENT OF IMPORTER
         2.1 Appointment

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         On and from the Commencement Date, Xanadu appoints the Importer and the
         Importer accepts appointment as the sole and exclusive Importer of the
         Products in the Territory for the Term and on the terms and conditions
         of this Agreement.

         2.2 Exclusivity

                  (a) Xanadu must not during the Term assign, transfer or sell
                  the rights to produce, sell, market or distribute the Products
                  to another person.

                  (b) The Importer acknowledges and agrees that:

                           (i) Xanadu has agreed to enter into this Agreement
                           because of the Importer's representation that the
                           Importer will make at least the Minimum Sales each
                           financial year; and

                           (ii) the Importer's ability to make at least the
                           Minimum Sales each financial year is likely to be
                           adversely affected if the Importer enters into a
                           contract , arrangement or understanding with the
                           Competing Producer or another person to sell or
                           distribute a Competing Product.

                  (c) The Importer agrees that the Importer will not, during the
                  Term, sell or distribute a Competing Product, or enter into
                  any contract, arrangement or understanding with a Competing
                  Producer or any other person to sell or distribute a Competing
                  Product unless both parties mutually agree.

         2.3 Other Sales

         Nothing in this Agreement prevents Xanadu from selling the Products
outside the Territory.

3. SUPPLY OF PRODUCTS

         3.1 Supply of Products

         Xanadu agrees to supply the Products to the Importer on the basis of
         FOB an Australian Port (Incoterms 2000) on an exclusive basis and in a
         timely manner following placement of an order by the Importer.

         3.2 Price and Payment Terms

                  (a) Xanadu will invoice the Importer for the Products supplied
                  from time to time at the Net Price.

                  (b) The Net Price shall not include freight and insurance
                  necessary to have the Product delivered pursuant to Clause
                  3.1.

                  (c) Xanadu may not vary the Net Price for a Product without a
                  notice period of 90 days.

                  (d) The Importer must pay Xanadu the full amount of each
                  invoice within the Payment Terms.

4. SALES AND MARKETING

         4.1 Determination of Import Price and Recommended Retail Price
         The Importer shall determine the Import Price and the Recommended
         Retail Price for the Products in consultation with Xanadu, on the basis
         of the Importer's knowledge of the market in which the Products will
         compete and the brand profile required by Xanadu.

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         4.2 Marketing

                  (a) The Importer shall establish the Marketing Fund for the
                  Products, and apply the Marketing Fund in the manner set out
                  in the Marketing Plan.

                  (b) In October each year during the Term, Xanadu and the
                  Importer will meet to discuss and agree the Marketing Fund
                  budget for the next year, and prepare a plan setting out the
                  manner in which the Marketing Fund will be used to achieve
                  maximum impact in the market.

                  (c) In each year during the Term the Importer shall apply the
                  monies accumulated in the Marketing Fund in the manner
                  determined by the Marketing Plan.

         4.3 Sales

                  (a) In October each year during the Term, Xanadu and the
                  Importer will meet to discuss and agree the Minimum Sales
                  budget for the next year.

                  (b) The Importer must use its Best Endeavors to make the
                  Minimum Sales set for each year during the Term.

                  (c) If the Importer fails to make at least the Minimum Sales
                  in any year, Xanadu may terminate this Agreement by giving the
                  Importer six (6) months written notice.

                  (d) If Xanadu gives the Importer a notice of termination under
                  paragraph (c) of this sub-clause, Xanadu shall not be liable
                  to pay the Importer the monies payable under clause 6.2(d),
                  unless the Importer satisfies Xanadu that its failure to make
                  the Minimum Sales was due to factors outside the control of
                  the Importer.

5. WHOLESALERS

                  (a) The Importer may appoint Wholesalers to distribute the
Products during the Term.

                  (b) If the Importer appoints Wholesalers:

                           (i) the Importer must be responsible for all of the
                           actions and omissions of the Wholesalers as if they
                           were the actions and omissions of the Importer; and

                           (ii) the Importer must be solely responsible for
                           payments of the Net Price for any Products delivered
                           to a Wholesaler, unless Xanadu invoices a Wholesaler
                           directly.

6. RENEWAL OF TERM

         6.1 Automatic Renewal at end of Term

         Subject to:

                  (a)  Clause 6.2; and

                  (b) the Importer not being in default of its obligations under
                  this Agreement; the Term shall automatically be renewed for a
                  Further Term on the terms and conditions of this Agreement,
                  without any further action from either parties.

         6.2 Party may terminate at end of Term

                  (a) without limited clause 6.2(b) a party may terminate this
                  Agreement at the end of a Term by giving at least ONE (1)
                  year's notice of termination to the other party.

                  (b) Xanadu may where:-

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                           (i) the major shareholding or controlling interest of
                           Xanadu is changed; or

                           (ii) the major assets of Xanadu are sold or the
                           business is reconstructed such that it is no longer a
                           wine producer; or

                           (iii) the major shareholding or controlling interest
                           of the Importer is changed

                  terminate this Agreement with sixty (60) days written notice.

                  (c) If a party serves a notice under clause 6.2(a), this
                  Agreement will come to an end at the expiration of the Term,
                  except where this Agreement comes to an end under clause 7.

                  (d) If Xanadu serves a notice under clause 6.2(a) or (b),
                  Xanadu must pay the Importer a sum calculated using the
                  following formula:

                  X=20% x DS

                  Where X is the amount payable by Xanadu to the Importer under
                  this paragraph; and DS is the annual sales of the Products
                  averaged over the 2 years immediately preceding the
                  termination date.

                  (e) The parties may terminate this agreement at any time by
                  mutual consent evidenced in writing.

7. DEFAULT AND TERMINATION

         7.1 Importer's default

         The Importer will be in default of this Agreement if any of the flowing
         events occur in respect of the Importer:

                  (a) a meeting is convened to place it in voluntary liquidation
                  or to appoint an administrator;

                  (b) an application is made to a court for it to be wound up;

                  (c) the appointment of a controller under section 9 of the
                  Corporations Act or other equivalent USA law of any of its
                  assets;

                  (d) it proposes to enter into or enters into any form of
                  arrangement with any of it creditors;

                  (e) it becomes an insolvent under administration;

                  (f) it ceases to carry on its business as a marketer and
                  importer of wine and wine products;

                  (g) it ceases to hold the relevant wine import and
                  distribution licenses; (h) it fails to have an organizational
                  structure capable of supporting the Marketing Plan; or

                  (i) it breaches any of its obligations in the Agreement, which
                  is incapable of remedy, or which it fails to remedy within 60
                  days of being given notice in writing to do so.

         7.2 Xanadu's rights on default

                  (a) On the occurrence of a default under clause 7.1, Xanadu
                  may by written notice to the Importer terminate this Agreement
                  with immediate effect.

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                  (b) notwithstanding any other provision of this Agreement, if
                  Xanadu gives a notice under clause 7.2(a), Xanadu shall not be
                  liable to pay the Importer any monies payable under clause
                  6.2(d).

         7.3 Parties' common law rights preserved

         Nothing in this Agreement affects the parties' right to claim damages
         for breach of this Agreement by the other party.

         7.4 Importer's obligations on termination

         Upon termination of this Agreement:

                  (a) the Importer may meet existing orders from customers for
                  the Products but must not accept any further orders;

                  (b) all orders submitted to Xanadu by the Importer that have
                  not been filled shall be deemed to be cancelled;

                  (c) all Products in the possession of the Importer which have
                  not been paid for in full shall immediately be returned to
                  Xanadu;

                  (d) Xanadu shall re-purchase from the Importer at the Laid In
                  Cost to the Importers warehouse any Products purchased and
                  paid for by the Importer but not sold by the Importer; and

                  (e) the Importer shall immediately cease the use and
                  circulation of all advertising and promotional or other
                  material relating to the Products, and return such material to
                  Xanadu or it's nominee.

8. COVENANTS AND WARRANTIES OF IMPORTER

         The Importer covenants and warrants to Xanadu as follows:

                  (a) the Importer will hold in full force and effect, all
                  licenses or permits that are necessary to conduct its business
                  as a Importer of wine in the Territory and to engage in the
                  transactions contemplated by this Agreement;

                  (b) the Importer shall not alter the Products in any way
                  whatsoever;

                  (c) the Importer acknowledges and agrees that upon Xanadu
                  completing all of its obligations pursuant to clause 3.1 of
                  the Agreement, all risk in the Products shall pass to the
                  Importer;

                  (d) the Importer shall use its Best Endeavors to obtain orders
                  for as much of each of the products as possible and to
                  responsibly and diligently promote the Products; and

                  (e) the Importer shall take reasonable steps, including
                  maintaining sufficient stock, to meet customer demand for the
                  Products and ensure prompt delivery of the Products to
                  customers.

9. IMPORTER'S INDEMNITY

         The Importer shall indemnify and keep indemnified, Xanadu:

                  (a) against any action, proceeding, liability, claim, demand
                  or loss suffered by Xanadu in connection with the Importer's
                  or any Wholesaler's distribution and promotion of the
                  Products; and

                  (b) against any negligent act or omission on the part of the
                  Importer or any Wholesaler or any breach by the Importer or a
                  Wholesaler of this Agreement, except any actions, loss,
                  damage, claim or liability caused or contributed to by the
                  negligent act or omission of Xanadu, its employees or agents.

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10. XANADU'S INDEMNITY

         Xanadu shall indemnify and keep indemnified, the Importer against any
         action, proceeding, liability, claim, demand or loss suffered by the
         Importer in connection with any defect of the Products or any breach by
         Xanadu of this Agreement, except any actions, loss, damage, claim or
         liability caused or contributed to by the negligent act or omission of
         the Importer, any Wholesaler, or their employees or agents.

11. CONFIDENTIALITY

         Subject to any legal requirement, each party shall keep strictly
         confidential, the terms of this Agreement and all Confidential
         Information it obtains from the other party.

12. NO ASSIGNMENT

         The parties covenant and agree that the rights granted to each party
         pursuant to this Agreement cannot be assigned, mortgaged, pledged or
         encumbered in any way. A party shall not assign or otherwise deal with
         the whole or any part of its interest in this Agreement without the
         prior written consent of the other party.

13. DISPUTE RESOLUTION

                  (a) In the event of any dispute or difference arising between
                  the parties, either party may give to the other party notice
                  in writing of such dispute.

                  (b) If a party gives the other party notice of a dispute, at
                  the expiration of seven (7) days from the date of receipt of
                  such notice, the dispute shall be referred to a person with
                  appropriate experience ("the Arbitrator"), as agreed to
                  between the parties, or failing agreement, as determined by
                  the Chief Executive Officer of the Australian Institute of
                  Arbitrators and Mediators.

                  (c) The Arbitrator may call on any such evidence that he deems
                  appropriate in order to reach his determination.

                  (d) The award made by the Arbitrator shall be final and
                  binding on both parties, and neither party shall be entitled
                  to commence or maintain any action in respect of the dispute
                  until such matter has been so determined, and then only in
                  relation to the amount of relief the Arbitrator finds either
                  party is entitled to.

                  (e) The costs of arbitration shall be borne equally by both
                  parties.

14. FORCE MAJEURE

         If either party becomes unable, wholly or in part, by an event of Force
         Majeure, to perform any of its obligations under this Agreement:

                  (a) that party shall give the other party prompt written
                  notice of the Force Majeure and the probable extent to which
                  it will be unable to perform, or be delayed in performing, its
                  obligations; and

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                  (b) on giving the notice, the party will not be required to
                  perform such obligation so far as it is affected by the Force
                  Majeure during the continuance of the Force Majeure, provided
                  that it shall use its best endeavors to overcome or remove the
                  Force Majeure as quickly as possible (without being obliged to
                  settle any labor dispute).

15. NOTICES

         15.1 Form and Address

         A notice, order, consent or other communication in connection with this
         Agreement must be in writing and may be signed by the relevant party or
         its solicitors or agents and may be:

                  (a) left at or posted to the address of the addressee set out
         in this Agreement or any other address notified to the sender as an
         address for the giving of notices; or

                  (b) sent by facsimile transmission to a facsimile number
         notified to the sender as an address for the giving of notices.

         15.2 Receipt

         Unless a later time is specified in it, a notice takes effect from the
         time it is taken to be received, which is:

                  (a) if left at the address of the addressee, the next business
day after the date it is left;

                  (b) if posted, on the fifth business day after posting; and

                  (c) if sent by facsimile transmission, on the next business
day after the facsimile is sent.

16.  SEVERANCE

         If any part of this Agreement or the application of that part to any
         person or circumstance is or becomes unenforceable, the other
         provisions of this Agreement are not affected and continue to be
         enforceable.

17. NO WAIVER

         A party's failure or delay to exercise a power or a right does not
         operate as a waiver of that power or right and the exercise of a power
         or a right does not preclude its future exercise or the exercise of any
         other power or right.

18. LEGAL RELATIONSHIP

         Nothing in this Agreement shall give rise to any relationship of
         agency, joint venture, partnership or trust between the parties.

19. GOVERNING LAW AND JURISDICTION

         This Agreement is governed by, and will be construed in accordance
         with, the laws of Western Australia, and the parties irrevocably submit
         to the exclusive jurisdiction of the courts of Western Australia in
         respect of all matters arising under, or in connection with, this
         Agreement.

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20. COSTS

         Each party shall bear its own costs in relation to the preparation,
         negotiation and execution of this Agreement and all things to be done
         under it, except where expressly stated otherwise.

21. EXCLUSION OF INTERNATIONAL CONVENTION ON THE SALE OF GOODS

         The United Nations Convention on Contracts for the International Sale
         of Goods concluded in Vienna, Austria on 11 April 1980 does not apply
         to this contract or to any individual contract of sale of the products
         concluded within the framework of this contract.

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SCHEDULE 1

                  Product                                     Minimum Sales
                                                                (Annual)
                                                             9 liter Cases

                  Normans Encounter Bay                          11,000

                  Normans Old Vine                                1,200

                  Normans Chais Clarendon                            50

                  TOTAL                                          12,250


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EXECUTED BY THE PARTIES AS A DEED

Zanadu Wines Limited

/s/ Andrew Moore
---------------------------------

/s/ Hugh Matthews
---------------------------------

Drinks Americas, Inc.

/s/ J. Patrick Kenny
---------------------------------

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