<PAGE>
AN AGREEMENT made the 2nd day of May 2003

BETWEEN

1.    THE ROARING WATER BAY SPIRITS COMPANY (GB) LIMITED ("The Vendor") of Oyez
      House, P.O. Box 55, 7 Spa Road, London SE1 63QQ, United Kingdom AND

2.    ULSTER BANK COMMERCIAL SERVICES LIMITED ("UBCSL") of Ulster Bank Group
      Centre, George's Quay, Dublin 2, Ireland.


WHEREBY it is agreed as follows:

1.    The Agreement shall commence on the date specified in the schedule and
      shall continue until terminated by either party by not less than three
      months' written prior notice.

2.    (a)    The Vendor shall sell and UBCSL shall purchase free from all
             charges, liens and other encumbrances and upon the terms hereof,
             all Receivables; subject to such exceptions as may from time to
             time be specified by UBCSL.

      (b)    The purchase of any Receivable shall be complete and the rights to
             such Receivable shall vest in UBCSL upon that Receivable coming
             into existence.

      (c)    "Receivables" means all the book debts, invoice debts, accounts
             notes, bills, acceptances and/or other forms of obligation owned by
             or owing to the Vendor which are in existence at the date of
             commencement of this Agreement or which come into existence during
             the currency of this Agreement in respect of contracts entered into
             by the Vendor for the sale of goods or the provision of services in
             the ordinary course of business to customers in the countries as
             set out in the schedule, and which are payable in the Republic of
             Ireland and the United Kingdom in any of the currencies specified
             in the schedule ("the Approved Currencies"), and shall also include
             all the Vendor's rights under the contract concerned and in the
             goods the subject matter of that contract. (However, the expression
             does not include a sum payable in full in the Republic of Ireland
             and the United Kingdom prior to the dispatch of the goods or
             payable against documents under an irrevocable letter of credit
             confirmed by a bank in the Republic of Ireland and the United
             Kingdom before dispatch of the goods. For these purposes,
             "dispatch" is deemed to be made when the Vendor parts with
             possession of goods in any way for the purpose of transmitting them
             to a customer).

      (d)    The purchase price, which shall be payable as herein provided by
             UBCSL to the Vendor, for any Receivable purchased in accordance
             with Clause 2(a) shall be the full amount payable by the Vendor's
             customer for the goods or services to which the Receivable relates
             (together with any VAT, tax or other impost payable in respect
             thereof) as notified by the Vendor to UBCSL less:

             (i)    any discount commission or other allowances due or allowable
                    to the customer and shown on the relevant invoice; and

             (ii)   the Discounting Charge

             and shall be payable (subject as set out below) in the currency in
             which the Receivable is expressed.

      (e)    All sales of Receivables made hereunder shall be absolute sales.

      (f)    The maximum facility to be afforded by UBCS to the vendor under
             this Agreement, at any given time, shall be L230,000 (Two
             Hundred and Thirty Thousand Sterling


<PAGE>
          Pounds). This amount may be varied at the sole discretion of UBCS upon
          written notice to the vendor.

3    Subject to the provisions of the Agreement and compliance by the Vendor
     with clause 9(b)(vi), within one working day of receiving a request from
     the Vendor so to do, UBCSL shall remit (and at any time at the sole
     discretion of UBCSL it may remit) to the Vendor any part of the balance
     standing at the credit of any of the Receivables Purchased Accounts up to
     the full amount thereof less any amount which UBCSL in its sole discretion
     requires as a retention. Any balance which may stand at the debit of the
     Vendor on a Receivables Purchased Account shall be payable by the Vendor to
     UBCSL on demand. UBCSL will notify the Vendor from time to time of the
     basis on which it proposes to exercise its discretion under the terms of
     this clause.

4    (a)  Receivables Purchased Accounts will be maintained by UBCSL in respect
          of each of the Approved Currencies to which will be credited:

          (i)    the full purchase price (as defined in Clause 2(d) but ignoring
                 the Discounting Charge) of all Receivables payable in the
                 relevant currency advised to UBCSL;

          (ii)   any costs or expenses recovered by UBCSL under Clause 13
                 (expressed in the relevant Approved Currency if actually
                 recovered in a different currency;

          (iii)  any amount paid by the Vendor to UBCSL under this Agreement
                 (but shall not include any monies remitted to UBCSL under
                 Clause 9(b)(viii)) expressed in the relevant Approved Currency
                 if actually recovered in a different currency;

          (iv)   a discounting credit allowance on the net daily balance
                 standing at the credit of the said Accounts at the rate from
                 time to time in force of UBCSL.

          and to which will be debited (so far as the same relate to
          Receivables denominated in the Approved Currency concerned);

          (v)    all payments made to the Vendor by UBCSL under the terms of
                 this Agreement;

          (vi)   the full value of all credit notes issued by the Vendor;

          (vii)  the amount of any Receivables which UBCSL gives notice to the
                 Vendor to repurchase under Clause 15;

          (viii) the amount of any sum payable by the Vendor under Clauses 6,
                 11(b)(i), 11(b)(ii) and 13;

          (ix)   the amount of any payment, cost, damage, or liability made or
                 sustained by UBCSL arising directly or indirectly in
                 consequence of any breach of warranty or undertaking by the
                 Vendor or of steps reasonably taken by UBCSL to mitigate such
                 payment, cost, damage or liability;

          (x)    a Discounting Charge which will be calculated at the rate
                 specified in the schedule each day on the net daily balance
                 standing at the debit of the Memorandum Discounting Statement
                 referable to the relevant Approved Currency and will be
                 recovered by deduction from the next payment by UBCSL to the
                 Vendor in respect of sums payable in the relevant Approved
                 Currency. The Vendor and UBCSL hereby agree that UBCSL may in
                 its absolute discretion vary both the rate at which and the
                 basis upon which the Discounting Charge is calculated on giving
                 to the Vendor fourteen days notice in writing of such variation
                 and such variation shall take effect as and from the date
                 specified in the said notice;
<PAGE>
          (xi)   an Administration Fee in accordance with Clause 5 which will be
                 debited on the last working day of each month and recovered by
                 deduction as set out in paragraph (ix) above.

          (xii)  the amount of any normal banking and money transmission charges
                 incurred by UBCSL in the course of its banking transactions
                 with the Vendor.

     (b)  Memorandum Discounting Statements in respect of each of the Approved
          Currencies will be maintained by UBCSL for the purpose of calculating
          Discounting Charges to which shall be credited;

          (i)    all payments received in respect of customer payments in the
                 relevant currency as described in Clause 9(b)(viii);

          (ii)   any payments received in the relevant currency direct by UBCSL
                 in respect of Receivables purchased under this Agreement;

          (iii)  any amount paid by the Vendor to UBCSL in the relevant
                 currency;

          (iv)   any amount that fails to be credited to the relevant
                 Receivables Purchased Account at Clause 4(a)(ii) above;

          (v)    any amount paid in the relevant currency by any other person to
                 UBCSL under Clause 11(b);

          and to which will be debited (so far as the same relate to Receivables
          denominated in the Approved Currency concerned);

          (vi)   all payments made to the Vendor by UBCSL under the terms of
                 this Agreement;

          (vii)  the amount of any sum payable by the Vendor to UBCSL under
                 Clauses 11(b)(i), 11(b)(ii) and 13;

          (viii) the amount of any sum payable under Clause 4(a)(viii) above;

          (ix)   the amount of any cheque or other instrument credited under
                 Clauses 4(b)(i), 4(b)(ii), 4(b)(iii), 4(b)(iv), and 4(b)(v)
                 above where such cheque or instrument is dishonored;

          (x)    a Discounting Charge as described at Clause 4(a)(ix) above;

          (xi)   an Administration Fee as described at Clause 4(a)(x) above;

          (xii)  any charges as described at Clause 4(a)(xi) above;

     (c)  At the end of each month UBCSL will send to the Vendor copies of each
          of the Receivables Purchased Accounts and each of the Memorandum
          Discounting Statements.

5    UBCSL shall be entitled to charge the Vendor an administration fee which
     shall be calculated as being the percentage specified in the Schedule
     hereto of the gross amount of Receivables sold to UBCSL in each month.

6    Where any Receivable purchased by UBCSL remains unpaid whether wholly or in
     part after payment thereof has become due or where at any time the customer
     disputes liability for


<PAGE>
     payment or asserts any right of lien, retention or set-off the Vendor shall
     on demand pay to UBCSL the full amount or the whole of the unpaid amount of
     that Receivable.

7    (a)  The Vendor undertakes to execute at any time and from time to time
          when required by UBCSL an assignment in such a form as UBCSL shall
          require of all or any of the Receivables sold to UBCSL and to execute
          and do such further documents and things as UBCSL may require
          effectively to vest full legal title to the purchased Receivables in
          UBCSL and the Vendor irrevocably appoints UBCSL and each and every
          Director, Officer, or Manager of UBCSL for the time being its Attorney
          in its name and on its behalf to execute any such assignment or
          documents and also to collect, enforce, realise and give receipts and
          discharges for any purchased Receivables.


     (b)  If in relation to any Receivable it is not possible for UBCSL to take
          a separate assignment of the Receivable as set out in sub-clause (a)
          of this Clause 7, the vendor will continue to hold such Receivable in
          trust for UBCSL and any payments received in respect thereof will be
          immediately paid to UBCSL.

8    (a)  The Vendor shall not grant any fixed or floating charge, mortgage,
          pledge, lien or any other encumbrance over any existing or future
          Receivables of the Vendor and shall procure the exclusion of such
          Receivables from any charge in which they would otherwise be
          comprised.

     (b)  The Vendor shall not assign, charge or in any way dispose of the
          benefit of this Agreement without the express consent in writing of
          UBCSL.

     (c)  During the currency of the Agreement the Vendor, or if applicable, its
          parent, subsidiary or associated company shall not enter into any
          Agreement for the charging or discounting of its Receivables without
          the express consent of UBCSL.

9    (a)  The Vendor hereby warrants to UBCSL that in relation to each
          Receivable sold hereunder by the Vendor to UBCSL and so that this
          warranty shall be deemed to be repeated on each occasion on which the
          Vendor makes an advice of Receivables to UBCSL;

          (i)   the goods have been duly delivered or the services duly
                provided;

          (ii)  the Vendor is the legal and beneficial owner of such receivable
                and entitled to sell and assign the same to UBCSL free from any
                mortgage, charge or other encumbrance and such receivable is
                legally enforceable by the Vendor and remains to be paid in
                full, and is not owed, overdue, contingent or disputed;

          (iii) the Receivable is an existing and bona fide obligation of the
                Vendor's customer arising out of the sale of goods or the
                provision of services by the Vendor in the ordinary course of
                its business;

          (iv)  the Vendor is not then in breach of any of its obligations to
                the customer and the customer will accept the goods sold or the
                services provided and the invoices therefor (or if the customer
                is bankrupt or in liquidation the customer's trustee in
                bankruptcy or liquidator will accept a proof of debt for the
                unpaid balance of the invoiced price) without any dispute or
                claim whatsoever (whether justifiable or not) including disputes
                as to price, terms, quantity, or quality, set-offs or
                counter-claim or claims of release from liability or inability
                to pay because of any act of God or public enemy or war or
                because of the requirements of law (whether in the Republic of
                Ireland or elsewhere) or of rules, orders or regulations having
                the force of law;

          (v)   the customer is not a subsidiary, co-subsidiary, parent or
                associated company of the Vendor or under the same director or
                shareholder control as the Vendor;

<PAGE>
     (vi)      the customer has obtained all the authorities necessary under the
               regulations in force in the country to which the goods are
               dispatched or services rendered, or from which payment is to be
               made, in order to pay the Receivables in accordance with the
               contract of invoice;

     (vii)     the contract with the customer specifies the nature and quantity
               of the goods or services and the terms and currency of payment;

     (viii)    the customer's authority to import the goods or receive the
               services and to pay for them is not subject to conditions as to
               the export of other goods from any country or as to payment for
               such other goods when so exported;

     (ix)      the goods or services are to be or have been exported to or
               rendered in and payment is to be made from the customer's country
               of residence; and

     (x)       the contract for the sale of goods or provision of services
               between the Vendor and its customer shall be expressed to be
               governed by and construed in accordance with the law in the
               Republic of Ireland and/or England and Wales and/or Scotland
               and/or Northern Ireland and such choice of law is in all respects
               valid and binding on the customer.

(b)  The Vendor hereby undertakes with UBCSL so that this undertaking shall
     continue throughout the term of this Agreement:

     (i)       promptly to perform all further or continuing obligations of
               whatsoever nature of the Vendor to the customer arising out of
               the sale of goods or the provision of services as a result of
               which any Receivable comes into existence;

     (ii)      on request by UBCSL to give notice to the Vendor's customers or
               to such of them as UBCSL shall direct that the right to the
               Receivables specified in such notice (which may include
               Receivables which have not yet come into existence) has been
               assigned to UBCSL, such notice to be in such form as UBCSL shall
               require and in default such notice may be given by UBCSL, as
               Agent for the Vendor;

     (iii)     to disclose to UBCSL any change or prospective change in the
               constitution or control of the Vendor and any other fact or
               matter known to the Vendor which is material to be known by a
               purchaser of the Receivables;

     (iv)      in respect of every Receivable (but only after delivery of the
               relevant goods or the provision of the relevant services) to
               complete and deliver to UBCSL an advice form supplied for such
               purpose by UBCSL signed by an authorised official. The Vendor
               shall also remit any such other documents in support of each
               Receivable as UBCSL may require;

     (v)       that all entries relating to the sale of any Receivable by the
               Vendor to UBCSL are duly recorded in the books of the Vendor and
               to ensure that all accounts maintained in the books or records of
               the Vendor in the names of its customers bear a conspicuous
               notation that they have been assigned to UBCSL;

     (vi)      in relation to each of the Approved Currencies to send to UBCSL
               by the day of each month specified in the Schedule and in a
               manner approved by UBCSL and made up to the last day of the
               preceding month;

               (a)  an aged analysis of the Receivables sold to UBCSL which
                    remain outstanding at that date such analysis being aged on
                    the basis specified in the Schedule by invoice date and
                    identifying those accounts which are either disputed or in
                    solicitors' hands;



                                       6
<PAGE>
                  (b)  a copy of the Sales Ledger Account relating to the
                       Receivables purchased by UBCSL under this Agreement;

          (vii)   to allow UBCSL and its authorised agents at regular intervals
                  determined by UBCSL and at such other times as UBCSL shall
                  decide to visit the premises of the Vendor to inspect, check
                  and verify all books, records, accounts, orders, and
                  correspondence and any other papers of the Vendor that UBCSL
                  may require. The Vendor at the request of UBCSL will supply
                  UBCSL with statements of its financial position and results of
                  its operations certified by the Vendor's auditors;

          (viii)  the Vendor as trustee for UBCSL will hold and keep separate
                  from any other monies of the Vendor all remittance received by
                  it in payment of any Receivable which has been sold to UBCSL.
                  The Vendor will immediately pay all remittances endorsed where
                  required;

                  (a)  direct to the account of UBCSL at the bankers of UBCSL,
                       or
                  (b)  into a trust account in the name of UBCSL.

10   The Vendor hereby irrevocably;

     (a)  authorises UBCSL to endorse the name of the Vendor on any and all
          cheques or other forms of remittance received where such endorsement
          is required to effect collection or to perfect UBCSL's title as a
          holder in due course or for any other reason;

     (b)  appoints UBSCSL the attorney of the Vendor to execute in the name and
          on behalf of the Vendor any assignment requested under Clause 7.

11   (a)  On purchase by UBCSL of any Receivable then any title, property, right
          or interest of the Vendor in the goods to which such Receivables
          relates (including all such goods that may be rejected or returned by
          the customers of the Vendor), all the Vendor's rights as unpaid Vendor
          and all other rights of the Vendor under the contract or contracts
          pursuant to which the Receivable comes into existence (whether such
          rights be created by contract, statute or other rule of law) shall be
          deemed to be assigned and transferred to UBCSL absolutely whether or
          not the goods shall have been delivered by the Vendor at the time of
          the said purchase.

     (b)  Any goods recovered by or on behalf of the Vendor in pursuance of the
          exercise of any rights referred to in subclause (a) of this Clause
          shall be treated as returned goods and all returned goods shall be
          promptly notified to UBCSL and shall be set aside marked with UBCSL's
          name and held for UBCSL's account as owner. UBCSL shall (in addition
          to and without prejudice to any other rights it may have) have the
          right to take possession of and to sell or cause to be sold without
          notice any returned goods at such prices to such purchasers and upon
          such terms and conditions as it may deem advisable and in the event of
          any such sale the Vendor shall pay to UBCSL on demand (and without
          asserting any right of set-off):

          (i)    the difference between the amount of the Receivable relating to
                 such goods and the amount received by UBCSL on any such sales;
                 and

          (ii)   any costs and expenses (including legal fees) incurred by UBCSL
                 in relation to any such repossession and sale.

          (iii)  when requested by UBCSL to do so, to provide export credit
                 insurance in respect of the transactions which comprise the
                 subject matter of this agreement and to ensure that all
                 obligations under the Policy are properly performed and

<PAGE>
               the Policy maintained during the currency of this Agreement for
               the benefit of UBCSL.

     (c)  on purchase by UBCSL of any Receivable then without prejudice to the
          generality of the provisions of sub-clause (a) of this Clause, there
          shall vest in UBCSL the benefit of all guarantees, indemnities,
          insurances and securities given to or held by the Vendor in respect of
          such Receivable or of goods or services to which it relates.

12   UBCSL shall not be liable to the Vendor for the amount of any discount,
     commission or allowance wrongly claimed or deducted by the customer in
     respect of any Receivable unless and until such amount has been received by
     UBCSL.

13   On or after the making of a request by UBCSL under Clause 9(b)(ii) UBCSL
     shall have the sole right of collecting and enforcing payment of
     Receivables in whatever manner it may in its absolute discretion decide,
     whether or not the Vendor has been debited with the amount of the
     Receivables and the Vendor shall co-operate to procure such collection and
     enforcement. The conduct of any proceedings shall be with UBCSL who may
     (where necessary in the name of the Vendor) institute, compromise, settle,
     abandon or in any manner whatsoever conduct such proceedings upon such
     terms as UBCSL in its sole discretion shall decide and the Vendor shall be
     bound by all acts of UBCSL under the Clause. The Vendor shall be
     responsible for and shall forthwith on demand pay all costs, charges and
     expenses of whatsoever nature incurred by UBCSL under this Clause.

14   UBCSL shall be entitled to debit the relevant Receivables Purchased
     Accounts and Memorandum Discounting Statements with and/or set-off against
     any monies payable to the Vendor any sums payable by the Vendor in the
     relevant currency to UBCSL whether for debt or liquidated or un-liquidated
     damages and whether payable presently or contingently.

15   (a)  Should the Vendor at any time if an individual or firm become bankrupt
          and if the Company be wound up by the Court or pass a valid resolution
          for its winding up or in either case should a Receiver be appointed
          over any part of the income or assets of the Vendor, or should the
          Vendor make any arrangement or composition with its creditors or have
          any part of its assets seized under any execution of legal process or
          under distress for rent then UBCSL may determine this Agreement
          forthwith by written notice delivered or posted to the Vendor at the
          address of the Vendor stated in the Schedule or at the Vendor's
          Registered Office or at any other address at which the Vendor carries
          on business. At any time after the termination of the Agreement
          pursuant to this Clause, UBCSL shall be entitled by notice to require
          the Vendor to repurchase at face value so much of any Receivable
          purchased by UBCSL as then remains outstanding but so that UBCSL shall
          remain legal and beneficial owner of the Receivable until the
          repurchase price has been paid;

     (b)  At any time after giving notice as set out above, UBCSL shall be
          entitled (but not obliged) to combine and consolidate the Receivables
          Purchased Accounts and (separately) the Memorandum Discounting
          Statements relating to Receivables denominated in different currencies
          and, in so doing, shall convert the sums concerned into Euro. Further,
          any payment made by the Vendor to UBCSL in respect of the repurchase
          of a Receivable shall be made in Euro, converted at the date of actual
          payment (if UBCSL shall not then have exercised its right to combined
          accounts set out above) or at the date on which such combination took
          place.

16   All conversions from one currency to another required in connection
     herewith (whether for the purposes of accounting or payment) shall be made
     at the prevailing spot rate for the purchase of the second currency with
     the first, as at 11am on the date of conversion, as quoted by Ulster Bank
     Limited.

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<PAGE>
17   UBCSL's rights under this Agreement shall not be affected by the grant of
     any time or indulgence to the Vendor or to any customer or any failure to
     exercise or delay in exercising any right or option available against the
     Vendor any customer or any other person nor by any step taken by UBCSL.

18   The terms set out in the Agreement represent the whole of the terms agreed
     between UBCSL and the Vendor to the exclusion of any prior or
     contemporaneous statements on the part of UBCSL whether expressed or
     implied and whether oral or in writing.

19   The Vendor will bring the terms of this Agreement to the attention of its
     auditors for the time being, and authorises UBCSL to disclose to its
     auditors for the time being such information relating to this Agreement and
     its operation as its auditors shall from time to time request.

20   This Agreement and any purchase of a Receivable pursuant to it shall be
     construed in accordance with and governed by the law in the Republic of
     Ireland.


<PAGE>
                                    SCHEDULE

1.  NAME AND REGISTERED OFFICE OF THE VENDOR:  The Roaring Water Bay Spirits
                                               Company (GB) Limited
                                               Oyez House,
                                               P.O. Box 55,
                                               7 Spa Road,
                                               London SE1 63QQ.

2.  COMMENCEMENT DATE:                         Date of Agreement

3.  FACILITY LIMIT:                            GBP(pound)230,000

4.  ADMINISTRATION FEE RATE:                   0.15% of Turnover

5.  MINIMUM ADMINISTRATION FEE PER ANNUM:      GBP(pound)750

6.  DISCOUNTING CHARGE RATE:                   Sterling Cost of Funds + 2.25%

7.  PREPAYMENT FACILITY:                       65%

8.  VENDORS TERMS OF SALE:                     30/60 days from End of Month

9.  END OF MONTH RETURNS ARE DUE BY:           10th day following month end

10. BASIS ON WHICH ANALYSIS OF RECEIVABLES IS TO BE AGED:
    From invoice date, separately identifiable outstanding amounts by customer
    showing customer balances as follows - total, up to 30 days old, 31-60 days
    old, 61-90 days, 91 days and over.

11. SPECIAL CONDITIONS:

11.1 TO BE COMPLETED PRIOR TO PAY-OUT

A    UBCS require an endorsement of the Credit Insurance Policy.

B    Shareholder's loans amounting to GBP(pound)92,940.00 from David Phelan,
     GBP(pound)92,940.00 from Pat Rigney, GBP(pound)77,450 from Carbery Milk
     Products Limited and GBP(pound)46,470.00 from Tannis Investments Limited to
     be subordinated in favour of UBCS.

C    Inter-company loan from The Roaring Water Bay Spirits Company Limited
     amounting to GBP(pound)230,000 to be subordinated in favour of UBCS.

D    UBCS will require a Guarantee for GBP(pound)230,000 from The Roaring Water
     Bay Spirits Marketing and Sales Company Limited.

E    The Roaring Water Bay Spirits Company (GB) Limited represents and warrants
     that:

     I.   No litigation or other proceedings which would have a material adverse
          affect on its ability to perform its obligations has, or at the time
          of any drawing of the facility, shall have, been started or (to the
          best of the companies knowledge and belief) threatened:

     II.  Full disclosure to be made to UBCS prior to pay-out, in relation to
          business affairs as are material and ought properly to be made known
          to any person proposing to make facilities available to it.

11.2 ONGOING FINANCIAL INFORMATION REQUIREMENTS.

A    Annual Audited Accounts to be received within four months of year-end.

B    Quarterly Management Accounts to be provided within one month of period
     end ongoing.

11.3 FINANCIAL COVENANTS

A    Preferential Creditors to be maintained up to date ongoing.

12   OPERATIONAL REQUIREMENTS:

     12.1 TO BE COMPLETED PRIOR TO PAY-OUT

     (a) Facflow Questionnaire to be completed.

     (b) Loss of book debt records insurance to be put in place with UBCS
         interest noted. Alternatively, confirmation to be received that back-up
         disks are taken off site daily.

                                       10

<PAGE>
2.2  ONGOING OPERATIONAL REQUIREMENTS
     --------------------------------

    (a)   Book Debts are eligible for discounting up to 90 days from invoice
          date.

    (b)   UBCS to exclude any cash sales, sales to associated companies,
          potential contra accounts, bad debts, potential bad debts and legal
          accounts.

    (c)   UBCS to receive an aged debt analysis, an Invoice Discounting summary
          control and copy statements by the 10th day following each month end.

    (d)   Credit limits are required for any debtor balance exceeding 10% of
          the aged debt balance at month-end or (pound)127k whichever is the
          lower. Funding on any one debtor will be limited to 25% of the
          ledger and for any two debtors 40% of the ledger. Any limit above
          this will have to be specifically negotiated and agreed.

    (e)   UBCS reserves the right to reduce the prepayment level accordingly
          should credit note levels exceed 10% of sales in any one month.

    (f)   Invoices not to be discounted until service has been provided or
          goods have been dispatched to customer. Terms to be quoted on all
          invoices.

    (g)   Where a creditor lays claim to debtor proceeds then UBCS may require
          that claim to be waived or a first floating charge over the company.

    (h)   UBCS to implement FacFlow to enable the assignment of invoices.
          Invoice and credit note daybooks to be retained to support all
          FacFlow entries.

    (i)   Company to retain on premises printed copies of all debtor ledger
          records such as month end aged debt listings, debtor statements and
          sales invoice and credit note listings.

    (j)   Customer remittance advices to be retained for inspection at review
          audit.

    (k)   PODs to be retained by The Roaring Water Bay Spirits Company (GB)
          Ltd for review at audit for all sales assigned.

    (l)   Debtors who pay direct to the bank account of The Roaring Water Bay
          Spirits Company (GB) Ltd to be directed to lodge to UBCS account.

    (m)   Limited Company means (ie. The Roaring Water Bay Spirits Company (GB)
          Limited) to appear on all sales stationary ongoing.


13.  COUNTRIES:                    Republic of Ireland, UK, and such other
                                   territories as may be agreed between the
                                   Vendor and UBCS from time to time.


14.  APPROVED CURRENCIES:          Euro and Sterling Pounds.


<PAGE>
IN WITNESS whereof the Vendor and UBCSL have caused their respective Common
Seals to be hereunto affixed the day, month and year first before written.




The Common Seal of the Vendor                     )
The Roaring Water Bay Spirits Company (GB) Ltd    )
was hereunder affixed in the presence of:         )




                                                  Director

                                                  /s/ David Phelan


                                                  Secretary

                                                  /s/ Patrick Rigney






The Common Seal of                                )
Ulster Bank Commercial Services Limited           )
was hereunto affixed in the presence of:          )




                                                  Director

                                                  /s/


                                                  Director/Secretary

                                                  /s/







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