Exhibit 10.4
                            Letter of Understanding

                             Distribution Agreement


This letter of understanding is between White Diamond Importers,  with principal
executive offices located at 19360 Rinaldi Street, Northridge,  California 91326
and Frank-Lin Beverage Group, a California  Corporation with principal executive
offices located at 675 North King Road, San Jose, California.

It is  agreed  that  Frank-Lin  will  distribute  Brilliant  Vodka  (Exhibit  A)
exclusively in the entire state of California,  as agreed to in Exhibit B of the
attached agreement.

It is agreed that this  understanding  shall remain in full force for two years,
beginning  September 1, 1999 and ending August 31, 2001,  and  thereafter  shall
automatically  renew for successive one year terms in accordance  with either of
the following provisions:

A.   After this initial two-year  period,  sales objectives will be mutually set
     by both  partners  in order to set goals for the  extension  and renewal of
     this understanding.

B.   Should no new goals be set, this agreement will renew and remain evergreen,
     using the previous  year's sales as a benchmark  for the next year's goals,
     barring any special sale or close out of vintages which would significantly
     impact sales numbers.

It is  agreed  that  should  White  Diamond  Importers  want  to  terminate  its
understanding with Frank-Lin,  they may do so with a 60-day notice. If so, White
Diamond  Importers  must pay Frank-Lin 100% of the gross profit for each case of
product sold for the previous  thirty-six (36) months. The thirty-six (36) month
termination  agreement is in effect  immediately.  100% gross profit  defined as
follows:  Product  cost to San Jose,  minus  average  sell price $46.00 - $12.00
gross profit per case support.

Supplier  shall provide 100% sampling on a limited basis as needed for the first
90 days,  followed by a 50/50 share  between  supplier and  distributor  for the
remainder of this agreement.

     It is  agreed  that  if  White  Diamond  Importers  should  terminate  this
understanding,  they will pickup all merchandise in the Frank-Lin Warehouse, and
pay an additional $1.00 handling charge per case.

     In the event that there is a dispute  regarding  our business  relationship
and  understanding,  it is agreed that the dispute  shall be resolved by binding
arbitration  in San Jose,  California.  It is further agreed that the arbitrator
shall not be a lawyer,  and that the  disputants  shall  not be  represented  by
lawyers, but by themselves.

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                                                  Letter of Understanding Page 2

     We are fully aware of the  provision  of section  1282.4 of the  California
Code of Civil Procedures as shown below.

     1282.4 (Right in counsel)
     A party to the  arbitration  has the right to be represented by an attorney
at any proceeding or hearing in  arbitration  under this title. A waiver of this
right may be revoked;  but if a jury  revokes  such  waiver,  the other party is
entitled to a reasonable  continuance  for the purpose of procuring an attorney.
Added Stats 1961 ch 451 2.

     We hereby, with full comprehension of our rights, agree to waive our rights
to be represented by an attorney at any binding arbitration and shall not revoke
such waiver.

     IN WITNESS  WHEREOF,  the parties to this  agreement have executed it as of
the date first above written.


FOR SUPPLIER:  White Diamond Importers

By  /s/ Roger Baer                  Date 9/9/99
    --------------                       ------
    Vice President Sales and Marketing

FOR DISTRIBUTOR:  Frank-Lin Beverage Group

By _____________                    Date _______


                                      -47-
<PAGE>


Exhibit A:  Items To Be Carried

         White Diamond Importers Products
                  Brilliant Vodka                    12/750ml
                  Brilliant Vodka                    48/100ml
                  Brilliant Vodka                    120/50ml



Exhibit B:   Location To Be Sold Exclusively

         The Entire State of California



                                      -48-