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                                                                   EXHIBIT 10.28



                               SUBLEASE AGREEMENT
                               ------------------

          THIS SUBLEASE AGREEMENT is made as of January 24, 1997 between William
Eddy, whose address is 2055 West Stadium Boulevard, Ann Arbor, Michigan, 48103
("Sublandlord"), and Geerlings & Wade, Inc., a Massachusetts corporation, whose
address is 960 Turnpike Street, Canton, Massachusetts, 02021 ("Subtenant").

                                    RECITALS

          A.   Pursuant to the terms of a Lease Agreement dated December 29,
1994, Sublandlord has leased Property described as Lot 3 Assessor's Plat #45
commonly known as 2055 West Stadium and 1902 - 1904 Federal Street, Ann Arbor,
Michigan 48104 from NBD Bank, as Trustee of James O'Kane, Irrevocable Trust
under agreement dated 8/13/65 (the "Landlord").

          B.   Sections of a true copy of the Lease Agreement, are attached
hereto as Exhibit B (the "Lease").

          C.   Subtenant wishes to sublease from Sublandlord 1902 Federal Street
(the "Premises") as depicted in Exhibit A (all of 1902).


          NOW, THEREFORE, in consideration of the mutual covenants herein
contained, it is agreed as follows:

          1.   Sublandlord hereby subleases the Premises to Subtenant, and
Subtenant hires the Premises from Sublandlord, on the terms and subject to the
covenants and conditions contained in the Lease, except as varied by this
Sublease. Subtenant will use and occupy the Premises for retail wine mail order
distribution and incidental walk-in retail sales, as well as the off premises
storage of wine and retail merchandise.

          2.   The term of this Sublease shall commence September 1, 1996 and
shall continue for a period of three years. Subtenant shall return Premises in
good condition and order as at the commencement of the term, reasonable wear and
tear, damage by fire and other casualty and eminent domain takings excepted.
"Sublease year" shall mean the 12-month period beginning on September 1 of each
year and ending on the following August 31. The first Sublease year is September
1, 1996 through August 31, 1997.

          3.   The annual rent for the first three Sublease years of the
Sublease shall be the sum of $45,050.00 in lawful money of the United States,
payable in advance, on the first day of each month in equal monthly installments
of $3,754.17. A late payment fee of five (5%) percent of any monthly installment
more than ten (10) days past due may be imposed upon Subtenant if imposed upon
Sublandlord by Landlord.

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          The rent will be paid to Sublandlord at the office of Sublandlord
designated on page one of this Sublease Agreement, or at such other place as
Sublandlord may subsequently designate in writing.

          4.   So long as Subtenant is not then in default after the expiration
of applicable notice, grace and cure periods, and this Sublease is still in
effect, Subtenant will have the option to renew the term of this Sublease
directly with the Sublandlord, under the same terms and conditions of this
lease, for one (1) additional term of three (3) years at the monthly rental set
forth above plus the additional sum of Two Hundred Twenty ($220.00) Dollars per
month. If Subtenant desires to exercise such option, it shall do so by giving
Landlord and Sublandlord written notice thereof not later than one hundred
twenty (120) days prior to the expiration of the term of this Sublease.

          5.   Nothing herein provided to the contrary, the Subtenant reserves
the right to terminate this lease, without any further obligation to
Sublandlord, effective December 31, 1997, provided that the Subtenant gives the
Sublandlord written notice of its intention to terminate this lease no later
than September 30, 1997. Further, the Subtenant shall have the right to
terminate this lease, without any further obligation to Sublandlord, effective
August 31, 1999, provided that the Subtenant has given the Sublandlord actual
notice of its intent to terminate the lease effective August 31, 1999 on or
before May 31, 1999.

          6.   All of the terms, covenants and conditions (except as modified by
this instrument or inconsistent herewith) which are to be observed or performed
by Sublandlord as tenant under the Lease or which are to be observed or
performed by Landlord under the Lease are incorporated herein by reference and
imposed on Subtenant and Sublandlord, respectively, with the same force and
effect as though fully set forth herein.  Except where inconsistent with this
Sublease Agreement, wherever the word "Landlord" appears in the Lease, the word
"Sublandlord" shall be substituted, and wherever the word "Tenant" appears in
the Lease, the word "Subtenant" shall be substituted.

          7.   All of the terms and conditions contained in the lease in Exhibit
B are incorporated herein except for paragraphs 3, 13, 14, 20, 36, 37, 38
(paragraph 4 through end), 41, 42 and 44, as terms and conditions of this
Sublease (with each reference therein to landlord and tenant to be deemed to
refer to Sublandlord and Subtenant) and along with the terms and conditions set
forth in this Sublease, shall be the complete terms and conditions of this
Sublease.

          8.   Subtenant will be responsible for compliance with all of
Sublandlord's obligations if and to the extent such Sublandlord's obligations
under the Lease are incorporated in this Sublease and Sublandlord will be
responsible for compliance with all of Landlord's obligations under the Lease
except as provided herein or elsewhere in this Sublease:

          a)   Subtenant shall not assign this Sublease or any interest therein
               nor sublet the demised premises or any part thereof or any right
               or privilege appurtenant thereto

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               nor permit the occupancy or use of any part thereof by any
               person, except in the case of a sale or merger of the Subtenant's
               business, complete or partial, in which case, the obligations and
               responsibilities shall continue to bind both Sublandlord and
               Subtenant's successor for purposes of this Sublease and paragraph
               8 in Exhibit B, without Sublandlord's consent, which will not be
               unreasonably withheld. Except as provided in the immediately
               preceding sentence, any such assignment, further subletting,
               occupancy or use without the prior written consent of the
               Sublandlord shall at the option of the Sublandlord terminate the
               Sublease.

          b)   The Premises will be used for retail specialty food and wine
               distribution as defined under the provisions of a Specialty
               Designated Merchant (SDM) license, as well as the off premise
               storage of retail merchandise  and wine.

          c)   Should the Premises or the building of which it is part be
               destroyed to the extent of more than one-half (1/2) the value
               thereof, the Subtenant may terminate this Sublease forthwith by
               written notice to Sublandlord.

          d)   Sublandlord agrees to clean and wash the Premises prior to
               occupancy. Sublandlord warrants that the existing wall AC unit,
               heating, electrical and fixtures are in good working order.
               Sublandlord agrees that if equipment specified above is not in
               good working condition repairs to such equipment as well as any
               other part of the Premises will be performed promptly, at its
               expense. Sublandlord agrees to perform or cause to be performed
               prior to occupancy by subtenant the following repairs: replace
               any burned out or broken light fixtures, repair any damaged or
               non-working fixtures. Sublandlord will also fill in hole in wall.
               All such repairs shall be done in a good and workmanlike manner.
               Subtenant shall be responsible for all future improvements and
               repairs to the demised premises except the exterior four walls
               and roof which shall remain the responsibility of the
               Sublandlord. Provided, however, subtenant shall be responsible
               for all repairs to the roof occasioned by the installation or
               repair of its roof top AC unit.

          e)   If damages result to Subtenant or its property due to the
               negligence of the Sublandlord, its agents, contractors or
               employees, Sublandlord shall indemnify and hold Subtenant
               harmless from all costs and expenses resulting from such damages.

          f)   Sublandlord shall be responsible for maintaining or causing
               Landlord to maintain fire and hazard insurance on the Premises
               and shall provide Subtenant with written proof that the Premises
               is insured at all times, and that the Subtenant is a named
               insured, if such proof is available to Sublandlord, or
               Sublandlord shall request of Landlord that such proof be
               provided. Subtenant shall obtain its own contents and liability
               insurance.

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          g)   Provided that Subtenant is not then in material default hereunder
               after the expiration of applicable notice, grace and care
               periods, should Sublandlord fail to perform any of its
               obligations under this Sublease, Subtenant shall have the right
               but not the obligation to exercise all of the rights of
               Sublandlord that are part of this sublease. Sublandlord shall
               reimburse Subtenant within 10 days of demand all costs and
               expenses incurred in performing Sublandlord's obligations.

          9.   Sublandlord warrants that is in lawful possession of the Premises
and that it has the right to enter in this Sublease for the term specified
herein and its extension. Sublandlord agrees that it will pay the rent and do
all things necessary to keep the Lease in full force and effect and will not
modify or amend the Lease without Subtenant's consent. Sublandlord further
agrees that Subtenant's financial obligations to Sublandlord may be met by
Subtenant's paying the Landlord directly in the event that Sublandlord shall
fail to do so.

          10.  If, for any reason, Subtenant is notified by Landlord of any
breach by it of the terms, covenants or conditions contained in the Lease,
Subtenant agrees to notify Sublandlord in writing of said notice, stating
therein the grounds for the claimed breach. Subtenant shall promptly cure said
breach and shall promptly provide to Sublandlord written evidence of said cure.

          11.  If, for any reason, Sublandlord is notified by Landlord of any
breach by it of the terms, covenants or conditions contained in the Lease, which
by the terms of this Sublease are the obligations of Sublandlord to perform,
Sublandlord hereby agrees to notify Subtenant in writing of said notice, stating
therein the grounds for the claimed breach. Sublandlord shall promptly cure said
breach and promptly provide to Subtenant written evidence of said cure.

          12.  As between Sublandlord and Subtenant, the terms of this Sublease
shall govern to the extent of any inconsistency between this Sublease and the
Lease.

          13.  All notices required hereunder will be given to one party by the
other at the corporate address set forth on the first page hereof, or at any
subsequent address that either party may furnish to the other party. Further,
copies of all such notices shall be given to the respective attorneys for the
parties as follows :

          Sublandlord:   James A. Fajen
                         Davis & Fajen, P.C.
                         320 N. Main Street, Suite 400
                         Ann Arbor, Michigan  48104-1127

          Subtenant:     Terrance P. Conlin
                         Conlin & Associates, P.C.
                         2455 S. Industrial, Suite G
                         Ann Arbor, Michigan  48104

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          14.  Upon execution of this Sublease an earnest money deposit of
Twelve Thousand Six Hundred ($12,600.00) Dollars will be paid by Geerlings &
Wade, Inc. and be held in escrow by Peter Allen & Associates, Inc. Upon
commencement of lease, the earnest money deposit shall be paid to the
Sublandlord, after deduction of a real estate commission fee in the amount of
Four Thousand Five Hundred Thirty Six ($4,536.00) Dollars payable to Peter Allen
& Associates, Inc. The remaining Eight Thousand Sixty Four ($8,064.00) Dollars
paid to the Sublandlord shall constitute payment of the 17th month's rent, and
at the option to renew as set forth in Paragraph 4 of this Agreement is
exercised, the 37th month's rent with the remaining amount constituting a
security deposit. If the option to renew is not exercised by the Subtenant, then
the payment attributable to the 37th month rent shall be retained by Sublandlord
as additional rent for the first three year period of the Sublease period.

          15.  Sublandlord warrants, to the best of his knowledge, that Premises
are free of all Environmental Hazards and Hazardous Materials (as defined in the
Lease), hazardous substances, however defined under applicable federal, state
and local laws, and that Sublandlord will indemnify and hold harmless Subtenant
for any environmental issues determined to be in existence prior to the
commencement of this lease or that result from Sublandlord's, its agents and
employees acts or omissions. Subtenant shall be obligated under the provisions
of paragraph 38 (including paragraphs 4 through end) of Lease Agreement in
Exhibit B should Subtenant, its agents or employees be determined to have caused
any environmental damage during the term of its subtenancy.

          16.  Subtenant is responsible for its separately metered gas and
electric.

          17.  Whenever either party shall breach or fail to perform any of the
covenants or provisions of this Sublease, and such breach and failure shall
cause either party to incur any damages or expenses whatsoever, then and in that
event such damages or expenses so incurred by either party with interest thereon
at the maximum rate allowed by law including costs and reasonable attorney's
fees, shall be due forthwith upon notice thereof as additional rent or
prepayment of rent.

          18.  If (i) Subtenant shall fail to pay the rent or any other amount
required to be paid hereunder by the Subtenant to the Sublandlord when the same
becomes due and payable under the terms of this Sublease, and such rent or other
amount shall remain unpaid for a period of ten (10) days after the date such
amount is due or (ii) if Subtenant shall fail to perform any other duty or
obligation imposed on it by this Sublease and such default shall continue for a
period of thirty (30) days after written notice thereof is given to the
Subtenant by the Sublandlord, or for any unreasonable period of time if thirty
(30) days is not sufficient time necessary to repair, remedy or correct such
default, then Sublandlord may declare an event of default under this Sublease
and Sublandlord shall have all rights and remedies provided in law or in equity.

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          IN WITNESS WHEREOF, the parties have signed this Sublease Agreement as
of the date first written above.

                                    Sublandlord

                                    /s/ William Eddy
                                    ------------------------------
                                    William Eddy

                                    Subtenant

                                    Geerlings & Wade, Inc.

                                    /s/ David R. Pearce
                                    ------------------------------
                                    By: David R. Pearce
                                    Its: Vice President and Chief
                                         Financial Offcer

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                              CONSENT BY LANDLORD

   NBD Bank, as Trustee of James O'Kane Irrevocable Trust, under agreement dated
8/13/65 (hereinafter "Landlord") consents to that certain Sublease Agreement
made as of June __, 1995 by and between William Eddy (hereinafter "Sublandlord")
and Geerlings & Wade, Inc. (hereinafter "Subtenant"); a copy of which is
attached hereto; subject to the following conditions: (i) Sublandlord and
Subtenant, as applicable, shall submit the detailed plans and specifications for
the renovations of the leased premises described in Section 7(d) of the
Sublease Agreement to Landlord for its approval prior to undertaking any such
renovation, and (ii) Landlord will not unreasonably withhold its approval of
such plans and specifications.  This Consent by Landlord applies only to the
terms of the Sublease Agreement attached hereto, and Landlord's consent does not
extend to any modifications, revisions, alterations or amendments to the
Sublease Agreement.  Landlord expressly reserves its right to approve or
disapprove any and all modifications, revisions, alterations or amendments to
the Sublease Agreement, or other changes to the terms thereof.

  Landlord hereby acknowledges that as of the date of this Consent, William Eddy
d/b/a Custom Sound and Communication (hereinafter"Lessee") is not in default
under Lease Agreement made December 29, 1994 between Landlord and Lessee; said
Lease Agreement.












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has not been amended since first executed and delivered and continues in full
force and effect.

  In the event the Lease Agreement is terminated in accordance with its
provisions prior to the expiration of its lease term because of Lessee's default
thereunder, and further provided that Subtenant is then not in default under the
Sublease Agreement between William Eddy and Geerlings & Wade, Inc., Subtenant
may enter into a lease agreement directly with Landlord for the remainder of the
term of said Sublease Agreement upon the same terms and conditions as are set
forth in said Sublease Agreement (with Landlord as the Lessor and Subtenant as
the lessee) except that Subtenant shall, in addition, agree to be bound by, and
shall comply with, the terms of paragraphs 14 and 36 of the Lease Agreement.


Date: July 5, 1995
      -------------                  NBD BANK, as Trustee of James O'Kane
                                     Irrevocable Trust, under agreement
                                     dated 8/13/65 and not otherwise

                                     By    /s/ Bruce C. Anderson
                                       ------------------------------
                                             Bruce C. Anderson

                                        Its Assistant Vice President
                                            -------------------------