Exhibit 10.1
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                        AGREEMENT No. 498/59258053/00008
                        --------------------------------


Chisinau city                                                      July 10, 2004

     The Joint  Venture  "Lion  Gri"  Ltd.,  Republic  of  Moldova,  hereinafter
referred to as the Supplier,  in the person of the Director Mr. Sonic  Vladimir,
acting on the basis of the Statute,  on the one hand, and the Limited  Liability
Company "Torgoviy Dom "Rusimport" (Russian  translation),  Moscow,  Russia, O7PH
1026602310899,  NHH  6658151881,  hereinafter  referred to as the Buyer,  in the
person of Director General Borodko G.L., acting on the basis of the Statute,  on
the other hand, have concluded the present Agreement regarding the following:



Section 1. OBJECT OF THE CONTRACT
---------------------------------

     1.1.  The  Supplier  undertakes  the  obligation  to deliver on  conditions
FCA-Chisinau (FCA-Chisinau,  Republic of Moldova),  according to Buyer's orders,
and the Buyer  undertakes  the  obligation  to receive  and pay for the  alcohol
production  according to the present Agreement of a total quantity of 30.000.000
(thirty millions) units of different  volume,  as well as attendant  production,
industrial goods, raw materials, equipment and other (hereinafter referred to as
the Goods) according to the Appendices (Specifications) to the present Agreement
which are its inalienable part
     1.2. The country of origin,  the producer,  range and positional  prices of
the Goods are indicated n the Specifications to the present  Agreement,  and the
supplied quantity - in the invoices for every separate batch of Goods.



Section 2. GOODS' PRICE, TOTAL VALUE OF THE AGREEMENT.
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     2.1.  The  Goods'  prices  are  established  in US$ and are  understood  as
(according to Incoterms 2000) FCA-Chisinau  (FCA-Chisinau,  Republic of Moldova)
and include,  in addition to the immediate cost of the Goods,  the following:  -
The cost of the packaging, marking, containers,  loading; - The costs of drawing
up of export documents; - Export taxes payment (customs duty, taxes and other).
     2.2. The total value of the present  Agreement  constitutes  US$ 36 000 000
(thirty-six millions) (currency code 840).
     2.3.  The  Supplier  may  establish  discounts  to the price;  their types,
proportions  and  conditions  of  accordance  shall  be  discussed  in  separate
appendices to the present Agreement.



Section 3. CONDITIONS OF SETTLEMENTS.
-------------------------------------

     3.1. All  settlements  regarding the present  Agreement are  calculated and
carried  out in US$  (currency  code  840  according  to  the  Russian  Currency
Classifier).
     3.2.  Payments  on the  present  Agreement  are carried out by the Buyer as
follows:
     a week before the Goods' ready date for loading the Supplier writes out the
invoice for the Goods  prepared  for  dispatch.  The Buyer during 3 (three) days
from the  moment of  invoice  drawing up pays the  Supplier  40% of the  invoice
value. The remained part of the invoice is paid during 45 (forty-five) days from
the moment of Goods'  shipping (from the date of customs  registration  of Goods
for export).
     3.3 Payments on present  Agreement  are  effectuated  by the Buyer for each
separate delivery on basis of invoices by money transfer into Supplier's account
according to art.3.2. of the present Agreement.




<PAGE>





     3.4.  Upon  Parties'  accord  the form and  conditions  of  payment  may be
changed,  which  shall  be  confirmed  by  signing  a  corresponding  additional
agreement.



Section 4. GOODS DELIVERY. OBLIGATIONS OF THE PARTIES.
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Obligations of the Supplier:
----------------------------

     4.1.  The  Goods'  delivery  is carried  out on basis of orders.  The Buyer
places  orders  not  later  than 30  (thirty)  days  before  the date of  Goods'
shipping.  During three days a coordination  and  confirmation  of the order are
carried  out. The  coordinated  and  confirmed  order is subject to changes only
according to a written  accord of the Parties.  The Goods must be made ready for
shipping by the Supplier by the date indicated in the order.
     4.2.  The Buyer  sends to the  Supplier or to the person  indicated  by the
Supplier the excise  documentary stamps via courier mail or by special delivery.
From the  moment of  documentary  stamps  receipt  the  Supplier  or the  person
indicated by the  Supplier  bears full  liability  for  breakage  (according  to
provision  rates of the  State  Customs  Codex of the  Russian  Federation)  and
confirms  their  receipt in written to the Buyer.  The Supplier  carries out the
marking in full conformity with the requirements of the Instruction of the State
Customs  Codex of the Russian  Federation  "Regarding  the order of marking with
documentary stamps of separate goods subject to excise-duty".
     4.3.  The  Supplier  undertakes  the  obligation  to return the damaged and
unused  documentary  stamps  during  10 (ten)  days from the  moment of  Buyer's
request.
     4.4.  The  Supplier  shall  supply the Goods  whose  quality  and  quantity
characteristics  correspond to the  requirements of the  manufacturing  country,
customer  country and are  coordinated  with the Buyer, as well as to inform the
Buyer about the  transportation and storage  temperature  conditions that ensure
full undamaged state of the Goods' quality.
     4.5. The Goods'  packing  shall  ensure full  integrity of Goods during the
guarantee period:
     - during  transportation  with  all  means of  transportation  taking  into
consideration several reloadings on the way,
     - during proper and normal  handling of the load the Supplier bears damages
caused by the improper packaging and marking.
     4.6. In an effort to perform the timely execution of customs formalities by
the Buyer,  the Supplier  during 2 (two) calendar days from the moment of Goods'
shipping  sends to the Buyer in writing (by fax) the  following  information:  a
copy of the invoice (bill), waybills (CMR, bills of lading)..
     4.7. The Supplier shall accompany each batch of Goods supplied according to
the present Agreement with the following  documents:
     - commercial invoice with indication for each position of number and series
of  documentary  stamps  attached  to the  shipped  goods - not less than  three
original copies;
     - packing list;
     - waybill (CMR when shipped by motor  transport or a similar  document when
delivered by other means of transport);
     - certificate  of quality issued by the factory  laboratory  indicating the
characteristics  of the shipped  products and bottling date - and original and 2
copies;
     - certificate  of origin NO-1,  issued by the authority OII of the Republic
of Moldova - an original;
     - expertise act issued by the OII of the Republic of Moldova;
     - copies of  documents  for  documentary  stamps  which are attached to the
given batch of Goods (an  application  for purchase of  documentary  stamps,  an
annex to the  application  for purchase of  documentary  stamps,  an  importer's
obligation on importation,  an annex to the obligation,  a ticket confirming the
receipt of the documentary stamps).





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Obligations of the Buyer:
-------------------------

     4.8. To provide the  Supplier  with  documentary  stamps.  The  documentary
stamps delivery shall be carried out not later than 10 days before the moment of
Goods' delivery.
     4.9. To pay for the Goods according to art. 3 of the present Agreement.
     4.10. To receive,  on own risk and expense,  the necessary  licenses and/or
other  permissions  from the state  authorities  needed for Goods' import on the
customs territory of Russian  Federation and also other  formalities,  necessary
for the  importation  of the  Goods  on the  customs  territory  of the  Russian
Federation and their release into free circulation.
     4.11. To bear all costs  connected to the Goods,  from the moment of Goods'
receipt into own disposal.
     4.12.  In the period after the Goods'  placement in the  temporary  storage
warehouse to ensure the recommended by the Supplier the temperature  conditions,
as well as the transportation and storage temperature  conditions for the Goods.
In case of breach of the mentioned  temperature  conditions,  the responsibility
for the quality of Goods is laid on the Buyer.



Section 5.  APPEARANCE OF BUYER'S RIGHT OF OWNERSHIP OVER THE BATCH OF DELIVERED
--------------------------------------------------------------------------------
GOODS
-----

     5.1. For the purposes of the present  Agreement the Parties have determined
that the right of ownership  over each batch of  delivered  Goods that makes the
object of the Agreement is passed on to the Buyer according to Incoterms 2000.



Section 6. QUALITY AND APPEARANCE OF THE GOODS
----------------------------------------------

     6.1. The quality of the Goods delivered  according to the present Agreement
shall  correspond to technical  conditions  and  standards of the  manufacturing
countries or to the samples and technical requirements coordinated and confirmed
by both Parties.
     6.2.  The Goods  delivered  according  to the  present  Agreement  shall be
provided with information in Russian,  containing the denomination of the Goods,
name of the  manufacturer,  registered  address  and  country of Goods'  origin,
capacity of consumer package (in liters), denomination of basic ingredients that
influence the taste and aroma, sugars concentration  (except dry wines, cognacs,
brandies,  calvados;  for  sparkling  wines -  denomination  according  to sugar
content:  brut, dry, semidry,  semisweet,  sweet), content of substances harmful
for  health,  contra-indications,  production  date and best  before  date  (for
vintage  and  collection  wines - crop year;  for  sparkling  wines  obtained in
bottles - date of  registration;  for cognacs  with  special  denominations  and
vintage cognacs - average age of cognac spirits), special storage conditions, if
required,  information regarding  certification and notation of the normative or
technical  document  according  to which  the  Goods  were  produced  and can be
identified with.
     6.3.  The text on the  label  (counter-label)  of each unit of the Goods is
coordinated and approved by the Parties and must correspond to the  requirements
of the legislation in force of the Republic of Moldova and Russian Federation.
     6.4.  The  Alcohol  production  (except  for the beer) must be marked  with
documentary  stamps  according to the requirements of the State Customs Codex of
Russian  Federation.  The  Buyer  shall  send to the  Supplier  in  advance  the
documentary  stamps or upon Supplier's  request,  send them to the consignors of
Goods.




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<PAGE>





Section 7.  CONDITIONS  OF GOODS'  RECEIPT  ACCORDING  TO QUALITY AND  QUANTITY,
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CLAIMS
------

     7.1.  Goods'  acceptance  is carried  out in  Supplier's  warehouse  by the
authorized representatives of both Parties:
     -    according  to  quantity  - as  per  quantity  of  places  and  weight,
indicated in accopmpanying documents and invoice:
     -    according  to  quality  - as  per  the  conformity  of  the  Goods  to
legislative  acts,  standards,  technical  conditions  in force in  Republic  of
Moldova,  as well as to the  legislative  acts,  state  standards  and technical
conditions in force in Russian Federation.
     7.2.  The  Buyer  may  present  claims  including  on  the  Goods'  quality
(including claims concerning the organoleptics,  admixtures and other) until the
moment of expiration of guarantee period during 6 (six) months from the bottling
date.
     The Supplier  guarantees the delivery of Goods with a bottling date that is
not earlier than 1 (one) month before  shipping date. The shipment of Goods with
a bottling  date  earlier than 1 (one) month  before  shipping is possible  only
according to Buyer's written consent
     In case of  appearance of points at issue over the quality of sold goods on
which the claim is  presented,  the Goods  shall be placed in Buyer's  warehouse
separately  from other  Goods.  The  Supplier  is entitled to verify and examine
during 30 days the  validity of the claims by  inspecting  the claimed  goods in
Buyer's warehouse.
     7.3. The Buyer may refuse the Goods'  acceptance  on provided that the fact
of quality  non-correspondence  of the delivered  Goods is noted in a commercial
act of an arbitrary  form and is confirmed  by a conclusion  of the  arbitration
laboratory  of the Institute of brewing,  non-alcohol  and  winemaking  industry
(Russian  Federation,  Moscow,  7  Rossolimo  str.).  In this case the Goods are
placed under Customs Warehouse regime.
     7.4.  In case when the  Supplier  does not agree  with the  results  of the
aforesaid  expertise,  an  independent  control  laboratory  carries out a final
expertise of the Goods' quality.  Payment for the expertise,  as well as for all
expenses  connected  to the  Goods'  delay  and  their  storage  in the  Customs
Warehouse is made by the Party at fault.
     7.5. In case of appearance upon Goods' acceptance of Goods' deficit or lack
of quality  correspondence  the Buyer draws up an act,  and the  Supplier  shall
supply the missing Goods or replace the low-quality  Goods and shall  compensate
the Buyer his direct expenses connected to the deficit or defective goods.



Section 8. RESPONSIBILITY OF THE PARTIES
----------------------------------------

     8.1. In case of breach by the  Supplier  of delivery  date for the batch of
goods  indicated in art.4.1.  more than 7 (seven)  business  days,  the Buyer is
entitled  to impose a penalty  of 0,05%  from the cost of the batch of Goods for
each day of delay.  The  Supplier  does not bear  responsibility  for  delays in
Goods'  delivery  if such  delivery  is caused by the  delay in  arrival  of the
documentary stamps.
     8.2. The Supplier bears  responsibility for the documentary stamps received
from the Buyer  according  to the present  Agreement  in amount of full  Buyer's
responsibility  for these  documentary  stamps as per the State Customs Codex of
the Russian Federation.
     8.3.  In case of  Buyer's  breach  of  payment  terms  more  than 7 (seven)
business  days,  the Supplier is entitled to impose a penalty in amount of 0,05%
from the  cost of the  batch of Goods  delivered  to the  Buyer  for each day of
payment delay.
     8.4.  The  obligation  of the Party at fault for payment of  penalties  and
fines indicated in Section 8 appears upon claim presentation in writing.



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<PAGE>





Section 9. FORCE MAJEURE.
-------------------------

     9.1.  The  Parties  are  exempted  from   liability  for  partial  or  full
non-execution of obligations under present  Agreement if this  non-execution was
the result of  circumstances  caused by the action of a force majeure,  appeared
after the conclusion of the Agreement as a result of extraordinary  events which
the  corresponding  contracting  Party  could  neither  foresee  nor  prevent by
reasonable measures.  These extraordinary events comprise:  floods,  earthquake,
storm,  floor  convergence,  epidemics  and  other  Acts of God;  war,  military
operations,  introduction of state of emergency on the corresponding  territory,
changes in legislation  or in other  normative acts which regulate the essential
conditions of the present Agreement,  other events of unpredictable nature which
can neither be foreseen  nor  prevented  (or which can be foreseen but cannot be
prevented) at the present level of human knowledge and possibilities.  If any of
the  aforesaid  circumstances  did  directly  influence  the  execution  of  the
obligations in terms indicated in the Agreement then this term is proportionally
postponed for the time of action of the corresponding circumstance.
     9.2.  The  Party  that   encountered  the   impossibility  to  execute  the
obligations  shall  immediately  inform in writing the other Party regarding the
beginning,   probable   period  of  action  and  termination  of  the  aforesaid
circumstances. The facts presented in the notification shall be confirmed by the
Chamber of  Commerce  and  Industry  or by another  competent  authority  of the
corresponding  country.  Failure  to notify  during 15  (fifteen)  days from the
moment of force-majeure circumstances appearance does deprive the Parties of the
right to refer to any of the above  circumstances  as to grounds that may exempt
from liability for the non-execution of the obligations.
     9.3.  If the  possibility  of full or partial  non-execution  shall have an
effect for over two months,  the parties may  partially  or fully  dissolve  the
present Agreement.



Section 10. ARBITRATION AND APPLICABLE LAW
------------------------------------------

     10.1. If the Parties shall encounter  disputes and controversies  under the
present Agreement or in connection to it the Parties shall perform all necessary
actions in order to settle the mentioned  disputes and  controversies  by way of
negotiations.  If the Parties do not come to an accord during 10 (ten) days, all
Parties'  disputes  regarding the  modification  and cancellation of the present
Agreement  shall be examined  by the  arbitration  court at the  location of the
plaintiff.  The  decisions  of the  Arbitration  court are  obligatory  for both
Parties. .



Section 11. FINAL PROVISIONS
----------------------------

     11.1. The Agreement  comes into force from the moment of its signing by the
Parties and is valid until December 31, 2007. The Agreement may be extended upon
Parties' additional written agreement.
     11.2.  From the moment of signing of the  present  Agreement  all  previous
negotiations  and  correspondence  of the  Parties  regarding  the object of the
Agreement  do not have  legal  force and are  understood  in the  aforementioned
wording.
     11.3.  None of the Parties is entitled  to pass its  obligations  under the
present  Agreement  to third  parties  without the written  consent of the other
Party.
     11.4.  The  Agreement  can  be  cancelled  according  to a  mutual  written
agreement of the Parties or in case of  non-execution  or improper  execution by
the  Parties  of their  obligations  relative  to each other  under the  present
Agreement or in case of  appearance  of  force-majeure  circumstances.  In other
cases the  Agreement is  terminated  upon  execution by the Parties of all their
obligations  under  the  present  Agreement.  Any  Party is  entitled  to demand
registration of execution of contractual  obligations with Minutes signed by the
authorized  representatives  of the Parties.  In case if one of the Parties does
not execute or does not properly  execute its  obligations  assumed  towards the
other  Party under the  present  Agreement  the latter is entitled to cancel the


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<PAGE>





Agreement  on these  grounds,  notifying  preliminarily  in writing the Party at
fault about the presumed cancellation,  and shall grant a period of time for the
execution of the  non-executed/reparation  of the improperly executed obligation
which  cannot be less than 15  (fifteen)  calendar  days and not longer  than 45
(forty-five)  calendar  days from the moment of sending to the Party at fault of
such  notification.  In case if the Party at fault does execute the  obligations
which non-execution/improper  execution served as reason for the cancellation of
the Agreement, the Agreement continues to remain in force if the Parties did not
agree  otherwise.
     11.5.  A Party  shall  immediately  notify the other  Party  regarding  any
changes in its postal and registered address and bank details.  Before receiving
of such  notification  all  payments and messages  sent by the  mentioned  Party
according to the conditions of the present Agreement to the previous address and
bank details are considered properly sent and received.
     11.6.  The  present  Agreement  is  concluded,  subject  to  execution  and
interpretation  in compliance  with the  legislation  of Russian  Federation and
Republic  of  Moldova.  The  matters  that  are not  controlled  by the  present
Agreement  the Parties  settle in  conformity  with the  legislation  of Russian
Federation or Republic of Moldova.
     11.8. The  denominations of sections of the present Agreement are used only
for the purpose of reading  convenience and cannot be used in order to interpret
the Agreement.
     11.9. The present Agreement is drawn up in Russian.
     11.10. All changes,  annexes,  additions to the present  Agreement shall be
valid  only  if  are  drawn  up  in  writing   and  signed  by  the   authorized
representatives of the Parties.
     11.11. All appendices to the present Agreement are its inalienable part.
     11.12. The present  Agreement is drawn up in two original  copies,  both of
them are identical and have equal legal force.  Each of the Parties receives one
full copy of the present Agreement.



Section 12. REGISTERED ADDRESSES AND BANK DETAILS OF THE PARTIES
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The Supplier:                                 The Buyer:
-------------                                 ----------
JV [Lion Gri] Ltd.                            [FIRM [RUSIMPORT] LTD.
Moldova, Chisinau city, MD-2029,              Russia, 127410, Moscow city,
801 Muncesti str.                             79A Altufievskoe Highway, bldg. 25
[Bank Account Information]                    [Bank Account Information]




/s / Sonic V.C.                                /s/ Borodko G.L.
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