Fouad Kallamni	May 15, 2013
	PREMIER BEVERAGE GROUP CORP.	 
	501 Madison Avenue, Suite 501	 
	New York, New York 10022	 


  


		RE:	FORBEARANCE AGREEMENT



 


Dear Mr. Kallamni:


 


Reference is made to that certain senior
secured promissory note issued by PREMIER BEVERAGE GROUP CORP. (“Company”) to [                                        ] (“Assignee”)
with an original principal balance of $100,000.00 and a current principal balance of $75,000 (“Original Debenture”).
Reference is further made to that certain Assignment Agreement by and among Company, Assignee and [                                        ](“Lender”)
dated May 15, 2013 (“Assignment Agreement”), pursuant to which Assignee assigned 100% of its right, title and
interest in, to and under the Original Debenture to Lender. In consideration of the terms, conditions and provisions of this Forbearance
Agreement and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
parties (each, a "Party" and, collectively, the "Parties") hereby agree as follows:


 


1.          The
Company hereby confirms that an event of default has occurred under the Original Debenture due to the failure by the Company to
pay the balances due on or before the stated maturity date ( “Stated Default”), and consequently that $136,287.50
in penalties are payable by the Company under the Original Debenture as of the date hereof, plus an additional $13,712.50 in costs
incurred on behalf of the Company, corresponding to a total of $225,000.00 due and payable as of the date hereof (“Outstanding
Balance”).


 


2.          In
exchange for the agreement of Lender to forbear from exercising further rights in connection with the foregoing Stated Default,
the Company hereby agrees to


 


a.           issue
Lender an amended and restated convertible debenture with a principal balance equal to the Outstanding Balance and in substantially
the same form as the form of debenture attached in Exhibit A hereto (the “Amended Debenture”);


 


b.           issue
a total of 9.9% of the Company’s issued and outstanding common shares to Lender upon receipt of Lender’s written notice
of conversion of a portion of the Outstanding Balance at a conversion price equal to the default conversion price stated in the
Amended Debenture of $0.00015 per share, for a total of 9.9% of the Company’s issued and outstanding common shares at the
time of conversion (“First Forbearance Shares”);


 


c.           issue
a total of 9.9% of the Company’s issued and outstanding common shares to Lender upon receipt of Lender’s written notice
of conversion of a portion of the Outstanding Balance at a conversion price equal to the greater of the default conversion price
stated in the Amended Debenture of $0.00015 per share or the average volume weighted average closing market price for the Company’s
common stock for the 45 days following the sooner to occur of (i) September 30, 2013, or (ii) the date upon which the Company has
filed all reports required under Section 13 of the Securities Exchange Act of 1934 within the time parameters mandated by the Rules
of the Securities and Exchange Commission (“Second Forbearance Shares”); and,


 


d.           execute
and otherwise cause the execution of those certain documents, instruments and agreements itemized in Exhibit B hereto,
and all other documents, agreements, certificates and other instruments necessary or appropriate in connection therewith.


 


3.          This
Forbearance Agreement shall be made effective as of the date hereof (the “Effective Date”) and shall bind and
inure to the benefit of undersigned and their respective successors and permitted assigns.


 


4.          The
Parties hereby represent and warrant that (i) each Party has all requisite power and authority to execute, deliver and perform
this Forbearance Agreement and to consummate the transactions contemplated hereby; (ii) that this Forbearance Agreement has been
duly and validly executed and delivered, and constitutes the legal, valid and binding obligation of such Party; and (iii), that
the execution, delivery and performance by it of this Forbearance Agreement and the consummation by it of the actions contemplated
herein have been duly authorized by all necessary corporate or other action on behalf of such Party.


 


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- SIGNATURE PAGE FOLLOWS]


 




    	Exhibit 10.18	1	 



    	 



    

 


Please confirm your acceptance and agreement
to the foregoing terms and conditions of this Forbearance Agreement by signing where indicated below and returning the executed
Forbearance Agreement to my attention.


  


	 	Sincerely,
	 	[                              ]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Manager


 


	ACCEPTED AND AGREED TO BY:	 
	PREMIER BEVERAGE GROUP CORP.	 
	 	 
	By:	 	 
	Name:  	Fouad Kallamni	 
	Title:	President	 


  




    	Exhibit 10.18	2