XSTREAM BEVERAGE GROUP INC
ASSET PURCHASE AND SALE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>asset-saleagree101.txt
<DESCRIPTION>ASSET PURCHASE AND SALE AGREEMENT
<TEXT>

                                                                    EXHIBIT 10.1


                        ASSET PURCHASE and SALE AGREEMENT


         THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is entered into as
of March 16th, 2004, by and among BEVERAGE NETWORK OF MASSACHUSETTS, INC., a
corporation organized and existing under the laws of Florida with offices at
4800 N.W. 15th Avenue, Bay 1-A, Fort Lauderdale, Florida 33309 (the
"Purchaser"), and AYER BEVERAGES, INC., a corporation organized and existing
under the laws of the state Massachusetts of with a mailing address of 28,
Harvard Road, Ayer Ma 01432 ("Seller").

                              W I T N E S S E T H:

         WHEREAS, Seller is willing to sell to Purchaser and Purchaser is
willing to buy from Seller, upon the terms and conditions hereinafter set forth,
all right, title and interest of the Seller in and to its Assets (as hereinafter
defined) (such business is hereinafter collectively called the "Seller's
Business"), as more fully set forth in this Agreement; and

         WHEREAS, Purchaser is a wholly owned subsidiary of Xstream Beverage
Group, Inc., a Nevada corporation, whose common stock is publicly traded on the
Over-The-Counter-Bulletin Board under the symbol "XSBG".

         NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1. DEFINED TERMS

         1.1 DEFINED TERMS- Where used herein or in any amendments hereto, the
following terms shall have the following meanings except as defined otherwise in
this Agreement.

         1.2 "ASSETS" means those assets to be conveyed hereunder as more fully
set forth in Section 2.1 below and the attached Schedule A.

         1.3 "BUSINESS" means the business operations presently and heretofore
carried on by Seller at its current place of business located at 28, Harvard
Road, Ayer Ma 01432.

         1.4 "BUSINESS DAY" means any day except Saturday, Sunday, or any
statutory holiday in the State of Florida.

         1.5 "CLOSING DATE" means March 15th 2004 or such other date as may be
mutually agreed upon in writing by the parties hereto.

         1.6 "PURCHASE DOCUMENTS" means this Agreement and all other agreements,
documents or instruments to be executed in connection with this Agreement.

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2. PURCHASE OF ASSETS AND PURCHASE PRICE

         2.1. Sale of Assets. The Seller shall cause to be sold, assigned,
transferred, conveyed and delivered to the Purchaser, at the Closing (as defined
below), good and valid title to the Assets (as defined below), free of any
Encumbrances, on the terms and subject to the conditions set forth in this
Agreement. For purposes of this Agreement, Assets shall mean and include: (a)
all of the properties, rights, interests and other tangible and intangible
assets of the Seller (wherever located and whether or not required to be
reflected on a balance sheet prepared in accordance with generally accepted
accounting principles), including any assets acquired by the Seller during the
Pre-Closing Period; and (b) any other assets that are owned by any of or any
other Related Party and that are needed for the conduct of, or are useful in
connection with, the business of the Seller; provided, however, that the Assets
shall not include any Excluded Assets. Without limiting the generality of the
foregoing, the Assets shall include:

                  A. all accounts receivable, notes receivable and other
receivables of the Seller;

                  B. all inventories and work-in-progress of the Seller, and all
rights to collect from customers (and to retain) all fees and other amounts
payable, or that may become payable, to the Seller with respect to services
performed or products sold on behalf of the Seller on or prior to the Closing
Date;

                  C. all equipment, materials, prototypes, tools, supplies,
vehicles, furniture, fixtures, improvements and other tangible assets of the
Seller;

                  D. all advertising and promotional materials possessed by the
Seller;

                  E. all Proprietary Assets and goodwill of the Seller,
including the right to use the name Ayer Beverages and any variations thereof;

                  F. all rights of the Seller under the Seller Contracts;

                  G. all Governmental Authorizations held by the Seller;

                  H. all claims (including claims for past infringement of
Proprietary Assets) and causes of action of the Seller against other Persons
(regardless of whether or not such claims and causes of action have been
asserted by the Seller), and all rights of indemnity, warranty rights, rights of
contribution, rights to refunds, rights of reimbursement and other rights of
recovery possessed by the Seller (regardless of whether such rights are
currently exercisable);

                  I. all books, records, files and data of the Seller;

                  J. all customers lists including, but not limited to, Seller's
database of past, current and potential customers; and

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<PAGE>

                  K. all assets shown on Exhibit "A".

         2.2 Liabilities. Except for the liabilities and obligations listed on
Schedule B (hereinafter collectively referred to as the "Assumed Liabilities"),
the Purchaser shall assume no liabilities or other obligations, commercial or
otherwise, of Seller, known or unknown, fixed or contingent, choate or inchoate,
liquidated or unliquidated, secured or unsecured or otherwise.

                  A. Without in any way limiting the generality of the
foregoing, Purchaser shall not assume any obligation or liability of Seller with
respect to the following (i) any transaction involving Seller occurring after
the Closing Date; (ii) any liability of Seller for federal, state or local
taxes, fees, assessments or other similar charges (including without limitation
income taxes, real estate taxes, payroll taxes and sales taxes); (iii) any
liability for services performed by Seller on or prior to the Closing Date; (iv)
except as expressly provided in this Agreement, any responsibility of Seller
with respect to salary, wages, vacation pay, savings plans, severance pay,
deferred compensation, or other obligations for the benefit of any employee of
Seller, including pension benefits accrued (vested or unvested), or arising out
of their employment through the Closing Date for which Seller shall be liable;
(v) any liability or obligation incurred in connection with or related to the
transfer of the Assets pursuant hereto including, but not limited to sales
taxes, transfer taxes or stamp taxes; (vi) any liability of any kind whatsoever
resulting from the failure of Seller to comply with the requirements of all
applicable building, fire, zoning and environmental laws, laws relating to
occupational health and safety and other laws applicable to Seller or the
conduct of its business; (vii) any liability under any Assumed Contract to the
extent such liability arises out of Seller's failure to perform its obligations
thereunder to the extent performance is due on or prior to the Closing Date;
(viii) any liability of Seller to Seller's stockholders or their relatives or
friends; (ix) any indebtedness of Seller to any banks or other lending
institutions; (x) liabilities in respect of any pension, profit sharing or other
employee benefit plan (as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") of Seller; and (xi) any
liability, obligation or account payable of Seller not listed on Schedule 2(e).

         2.3 Purchase Price. Purchaser shall pay to Seller for the Assets and
Assumed Liabilities (the "Purchase Price") as follows:

                  A. at the Closing, the Purchaser shall deliver four hundred
thousand (400,000) shares of restricted common stock ("Restricted Stock") of
Xstream Beverage Group, Inc. ("XSBG"), par value 0.001, to Seller that contain
an appropriate restrictive legend as promulgated by the Securities and Exchange
Commission ("SEC").

                  B. at the Closing, the Purchaser shall pay the Seller $100,000
in cash;

                  C. on the fifteenth day of each of the first four calendar
quarters after the Closing (beginning not earlier than July 15, 2004), or the
next business day if such date is not a business day, the Purchaser shall pay
the Seller $25,000 in cash. All payments required hereunder will be deemed
received on a timely basis provided Seller has received the required payment
within 10 days of the end of the month in which said payments are due.

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         2.4 Working Capital. At the Closing, the Purchaser shall provide
seventy-five thousand dollars ($75,000) for working capital and the payment of
the Assumed Liabilities.

         2.5 Offsets in Purchase Price. In the event that Purchaser shall be
obligated to pay or chooses to pay any sums which are not specifically set forth
on the attached Schedule B, then in that event Purchaser shall be entitled to a
dollar for dollar reduction in any further payments due Seller. Said reduction
shall first be allocated to any cash payments and secondly to the price of the
common stock. Upon notice of any undisclosed liability, Purchaser shall so
advise Seller who shall have five (5) days to cure. In the event that Seller has
not resolved the dispute, Purchaser may in its sole and absolute discretion,
satisfy the claimed liability and deduct any amounts paid against future amounts
due and owing under this Agreement.

         2.6. Allocation of the Purchase Price. The Purchase Price shall be
allocated amongst the Assets as provided in Schedule A attached hereto, and each
party shall file in a manner consistent therewith (i) the reports required under
Section 1060 of the Internal Revenue Code of 1986, as amended, and (ii) their
respective Federal, state and local tax returns.

3. DOCUMENTS TO BE DELIVERED AT CLOSING

         3.1. At the Closing:

                  A. Seller shall execute and deliver to Purchaser a Bill of
Sale fully executed and in the form of Exhibit C attached hereto, conveying,
selling, transferring and assigning to Purchaser all of the Assets free and
clear of any and all defects, liens, encumbrances, charges and equities
whatsoever. Seller shall also provide the written consent of the Landlord and
the consent of any party having a security interest on the Seller's assets.

                  B. Seller shall execute or endorse and deliver to Purchaser
other duly executed separate instruments of sale, assignment or transfer,
including, but not limited to assignments of contract rights or leases in form
suitable, where appropriate, for filing or recording with the appropriate office
or agency for various items of the Assets or other rights of Seller to be
conveyed hereunder, where, in Purchaser's reasonable judgment, the same are
necessary or desirable in order to vest or evidence title hereto in Purchaser.

                  C. Purchaser shall pay the Purchase Price for the Assets in
accordance  with the terms of Section 2 hereof.

                  D. Seller shall deliver to Purchaser copies, certified by the
Secretary of Seller of (i) certificates of good standing in the jurisdiction of
the Seller's incorporation and in each other jurisdiction in which the Seller is
doing or transacting business, (ii) the unanimous written consent of the Board
of Directors and the stockholders of Seller authorizing this Agreement and the
other agreements and instruments to be delivered pursuant thereto and the
transactions contemplated

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hereby; and (iii) a certification signed by the Company's President and
Secretary that there are no liens or encumbrances on any of the assets to be
transferred except as set forth in Schedule B.

                  E. Purchaser shall deliver to Seller copies, certified by the
Secretary of Purchaser of (i) certificates of good standing in the jurisdiction
of the Purchaser's incorporation and in each other jurisdiction in which the
Purchaser is doing or transacting business, and (ii) the unanimous written
consent of the Board of Directors and stockholders of Purchaser authorizing this
Agreement and the other agreements and instruments to be delivered pursuant
thereto and the transactions contemplated hereby and thereby.

                  F. Seller shall deliver to the Purchaser all books and records
of the Seller relating to the Seller's Business, the Customers, the Assets and
the Assumed Liabilities.

                  G. Seller shall deliver to the Purchaser all necessary
consents of third parties to the execution and delivery of this Agreement and
the consummation of the transactions contemplated including, without limitation,
the written consent of the Landlord for the assignment of the Seller's leasehold
obligation at its Business location.

4. CLOSING.

         The Closing of the transactions contemplated by this Agreement, and all
deliveries to be made at such time in connection therewith, shall take place at
28, Harvard Road, Ayer Ma 01432, upon the satisfaction of all of the conditions
set forth in this Agreement on February 15th 2004 , such Closing to take place
by delivery to such counsel of executed counterparts of this Agreement and all
other documents, instruments and certificates required to be delivered by Seller
or Purchaser at the Closing (Said Closing and said date thereof, herein referred
to as the "Closing" and the "Closing Date", respectively). The effective date of
this Agreement shall be the date of execution by the last signatory to this
Agreement.

5. REPRESENTATIONS AND WARRANTIES BY SELLER.

         5.1. Seller represents and warrants to Purchaser as follows:

                  A. Corporate Organization. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Massachusetts.

                  B. Authorization and Validity of Agreement. Seller has all
requisite power and authority to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement and the
performance of Seller's obligations hereunder have been duly authorized by all
necessary corporate action, and no other proceeding on the part of Seller is
necessary to authorize such execution, delivery and performance. This Agreement
has been duly executed by Seller and constitutes its valid and legally binding
obligation, enforceable against it in accordance with its terms.

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<PAGE>

                  C. The execution, delivery and performance of the Purchase
Documents by Seller, and the consummation of the transactions contemplated
hereby, will not with or without the giving of notice or the lapse of time or
both:

                           (i) violate any provision of law, statute, rule or
regulation to which Seller is
subject,

                           (ii) violate any judgment, order, writ or decree to
which Seller is a party or by
which it is or may be bound; or

                           (iii) to the knowledge of Seller, result in the
breach of or conflict with any term,
covenant, condition or provision of, or result in the modification or
termination of, or constitute a default under or result in the creation or
imposition of any lien, security interest, charge or encumbrance upon any of the
Assets being purchased hereunder, under the corporate charter or by-laws or any
other agreement, understanding or instrument to which Seller is a party or by
which it is or may be bound or affected.

                  D. All necessary corporate action has been taken by Seller to
authorize the execution, delivery and performance of the Purchase Documents. The
Purchase Documents have been duly and validly authorized, executed and delivered
by Seller and constitute the valid and binding obligation of Seller enforceable
against it in accordance with their respective terms.

                  E. All consents and approval required for transferring the
Assets to Purchaser hereunder and for assigning the agreements, including
without limitation all amendments, modifications, and supplements, whether
written or oral ("Agreements") and for performing Seller's obligations under the
Purchase Documents have been obtained or will be obtained. No consent of any
court, governmental agency or other public authority is required as a condition
to the enforceability of the Purchase Documents.

                  F. Seller acknowledges that the Assets being transferred per
Schedule "A" are owned free and clear of all liens and encumbrances, are not
encumbered by any liens or the subject matter of any known or anticipated
litigation Seller further acknowledges and agrees that the Purchase Price paid
by Purchaser for Seller's Assets is fair and adequate consideration.

                  G. Seller has conducted its business in compliance with all
applicable federal, state and local laws, regulations and ordinances.

                  H. Seller has not received any notice that it is infringing
upon the research, development, processes, methods, techniques, inventions, know
how patents, patent rights, trade name, trademarks and service marks of any
other party.

                  I. Seller is not a party to any written or oral employment,
agency or commission agreement with any of its employees that cannot be
terminated upon the closing date of this transaction without penalty. No
employee, director, officer or stockholder (or any current or former

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family member thereof) of Seller, either individually or in any other capacity,
has a claim of any kind against the Seller, and Seller has no obligation with
respect to such person or entity, except the right to current salary or wages,
accrued vacation pay, and reimbursable expenses arising in the ordinary course
of business. Seller does not contribute to or sponsor any employee welfare or
benefit plans, and is not subject to any collective bargaining agreement, for
employees.

                  J. Sophisticated Investor. Seller is a sophisticated investor
and understands the risks and uncertainties involved with the receipt of XSBG's
restricted common stock. Seller has had an opportunity to discuss the operations
of both XSBG and Purchaser's business with management and has been provided with
any requested information. Seller has also reviewed XSBG's filings on the SEC
EDGAR database located at www.sec.gov.

                  K. Receipt of Shares Entirely for Your Own Account. This
Agreement is made with Seller in reliance upon Seller's representation, which by
Seller's execution of this Agreement Seller hereby confirms, that the XSBG
Shares being issued to Seller hereunder are being acquired for investment for
Seller's own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and that Seller has no present
intention of selling, granting any participation in, or otherwise distributing
the same. By executing this Agreement, Seller further represents that it does
not have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participations to such person or to any third person,
with respect to any of the Subject Shares.

                  L. Seller shall provide Purchaser with such financial
information as may be necessary to complete an audit in accordance with those
rules and regulations prescribed by the Securities and Exchange Commission. In
the event that Seller is unable to supply the requested information and
Purchaser is unable to conclude an audit of the Seller's business within 75 days
of closing as prescribed by the SEC, then in that event, Purchaser may, in its
sole and absolute discretion, rescind this Agreement and all assets of whatever
type or nature exchanged between the parties shall be returned to the respective
parties.

                  M. Seller has paid all personal and intangible property taxes
due as a result of the ownership of the assets and there are no amounts due and
owing for personal property or intangible property taxes.

                  N. There is (and has not been since its inception) no claim,
litigation, action, suit or proceeding, administrative or judicial, pending or
threatened against or affecting Seller, or involving any of the Assets, at law
or in equity or before any foreign, federal, state, local or other governmental
authority, including, without limitation, any claim, proceeding, or litigation
for the purpose of enjoining or preventing the consummation of this Agreement,
or the transactions contemplated hereby, or otherwise claiming this Agreement,
or any of the transactions contemplated hereby or the consummation thereof, is
illegal or otherwise improper, nor to Seller's knowledge is there any basis upon
which any such claim, litigation, action, suit or proceeding could be brought or
initiated. Seller is not (and has not been within the past three years) subject
to or in default under any judgment, order, writ, injunction or decree of any
court or any governmental authority, and no

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replevins, attachments, or executions have been issued or are now in force
against Seller. No petition in bankruptcy or receivership has ever been filed by
or against Seller.

                  O. No Brokers. Seller does not have nor will it have any
obligation to pay any finder's fee, brokerage commission or similar payment in
connection with the transactions contemplated hereby.

                  P. Accuracy of Representations. No representation or warranty
contained in this Section 5 contains any untrue statement of a material fact or
omits to state a material fact required to be stated herein or necessary in
order to make the statements herein, in light of the circumstances under which
they are made, not misleading.

6. REPRESENTATIONS AND WARRANTIES OF PURCHASER

         6.1. Purchaser represents and warrants to Seller as follows:

                  A. Corporate Organization. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida.

                  B. Authorization and Validity of Agreement. Purchaser has all
requisite power and authority to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement and the
performance of Purchaser's obligations hereunder have been duly authorized by
all necessary corporate action, and no other proceeding on the part of Purchaser
is necessary to authorize such execution, delivery and performance. This
Agreement has been duly executed by Purchaser and constitutes its valid and
legally binding obligation, enforceable against it in accordance with its terms.

                  C. No Conflict or Violation. The execution, delivery and
performance by Purchaser of this Agreement does not and will not violate or
conflict with any provision of the Articles of Incorporation or By-Laws of
Purchaser, and the execution, delivery and performance by Purchaser of this
Agreement does not and will not violate any provision of law, rule or
regulation, or any order, judgment or decree of any court or other governmental
or regulatory authority, nor will result in a breach of or constitute (with due
notice or lapse of time or both) a default under any contract, agreement or
instrument to which Purchaser is a party or by which it is bound or to which any
of its properties or assets is subject, nor will result in the cancellation,
modification, revocation or suspension of any material licenses, permits or
approvals.

                  D. No Brokers. Purchaser does not have nor will it have any
obligation to pay any finder's fee, brokerage commission or similar payment in
connection with the transactions contemplated hereby.

                  F. Accuracy of Representations. No representation or warranty
contained in this Section 6 contains any untrue statement of a material fact or
omits to state a material fact required to be stated herein or necessary in
order to make the statements herein, in light of the circumstances under which
they are made, not misleading.

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7. CONDITIONS TO THE OBLIGATIONS OF SELLER TO CLOSE

         7.1 All obligations of Seller hereunder are, at the option of Seller,
subject to the conditions that, at the Closing Date:

                  A. Representations and Warranties. All representations and
warranties made in this Agreement by Purchaser shall be true and correct as of
the Closing Date in all material respects.

                  B. Performed Commitments. Purchaser shall have tendered the
required documents and certificates at the Closing as set forth in Section 3
hereof.

                  C. Purchase Price. The Purchase Price described in Section 2.3
hereof due at the Closing shall have been paid by Purchaser.

                  D. Corporate Approval. All corporate action necessary to
authorize (A) the execution, delivery and performance by Purchaser of this
Agreement and any other agreements or instruments contemplated hereby to which
Purchaser is a party and (B) the consummation of the transactions and
performance of its other obligations contemplated hereby and thereby shall have
been duly and validly taken by Purchaser, and the Seller shall have been
furnished with copies of all applicable resolutions adopted by the board of
directors of Purchaser, certified by the Secretary of Purchaser.

                  The Seller may waive any condition specified in this Section 7
if it executes a writing so stating at or prior to the Closing.

8. CONDITIONS TO THE OBLIGATIONS OF PURCHASER TO CLOSE

         8.01 All obligations of Purchaser hereunder are, at the option of
Purchaser, subject to the conditions that, at the Closing Date:

                  A. Representations and Warranties. All representations and
warranties of Seller contained in this Agreement shall be true and correct as of
the Closing Date in all material respects.

                  B. Performed Commitments. Seller shall have performed all
commitments hereunder up to the Closing Date and shall have tendered the
required documents, instruments and certificates as set forth in Section 3
hereof.

                  C. No Litigation. No action suit, proceeding or investigation
by or before any court, administrative agency or other governmental authority
shall have been instituted or threatened to restrain, prohibit or invalidate the
transactions contemplated by this Agreement or which may affect the right of
Purchaser to own, operate or control after the Closing Date the Assets and the
Seller's Business.

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<PAGE>

                  D. Corporate Approval. All corporate action, necessary to
authorize (A) the execution, delivery and performance by the Seller of this
Agreement and any other agreements or instruments contemplated hereby or thereby
to which Seller is a party and (B) the consummation of the transactions
contemplated hereby and thereby shall have been duly and validly taken by
Seller, and Purchaser shall have been furnished with copies of all applicable
resolutions of Seller certified by the Secretary or Assistant Secretary of the
Seller.

                  E. Approvals and Consents. The Seller shall have obtained the
approvals, consents and authorizations of all third parties and/or governmental
agencies necessary for the communication of the transactions contemplated hereby
in accordance with the requirements of applicable laws and agreements.

                  F. Leases. Seller shall at its own cost and expense assign the
current existing lease to the Purchaser and obtain all required landlord
consents. Any costs assessed by the Landlord in the assignment of the leasehold
obligation shall be borne by Seller. In the alternative, Purchaser may prior to
Closing negotiate a new lease for the premises. Nothing contained herein shall
be construed to impose any liability on the Purchaser for any rental obligations
accruing prior to Closing.

                  G. Employment Agreements/Non-Compete. Purchaser shall enter
into an employment agreement with John Lehan on terms mutually agreeable to the
Purchaser and the respective party and the said party shall work on a full time
basis and devote his full attention to the business of the Purchaser. All other
officers or shareholders of Seller shall execute non-compete agreements on
closing.

                  The Purchaser may waive any condition specified in this
Section 8 if it executes a writing so stating at or prior to the Closing.

9. INDEMNIFICATIONS

         9.01   Seller agrees to indemnify and hold harmless Purchaser from:

                  A. Any and all damages or deficiencies resulting from any
misrepresentation, breach of warranty or non-fulfillment of any covenants on the
part of Seller under this Agreement.

                  B. Any and all actions, suits, proceedings, demands,
assessments, judgments, costs, reasonable attorneys fees, expenses incident to
any of the foregoing.

                  C. Any and all liabilities as they relate to the personal
property being transferred under this Purchase and Sale Agreement which are not
specifically set forth.

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<PAGE>

         9.02 Purchaser agrees to indemnify and hold Seller harmless from:

                  A. Any and all damages or deficiencies resulting from any
misrepresentation, breach of warranty or non- fulfillment of any covenant on the
part of Purchaser under this Agreement

                  B. Any and all actions, suits, proceeding, demands,
assessments, judgments, costs, reasonable attorney's fees and expenses incident
to any of the foregoing.

          9.03 Any party having an indemnification claim hereunder
("Indemnitee") shall give the other party ("Indemnitor") prompt notice in
writing of any claim by any third party which gives rise to a claim for
indemnification hereunder, and of any alleged breach of any of the
representations and warranties contained in this Agreement. As to any alleged
breach of the representations or warranties, written notice shall contain a
statement setting forth the nature of the alleged breach or breaches. The
Indemnitor shall have thirty (30) days after the delivery of such notice to cure
or contest any such claim by a third party or any such alleged breach or
breaches. At its option, to be exercised within thirty (30) days of such notice,
the Indemnitor may defend against any such action or proceeding with counsel of
its choice, at the Indemnitor's expense, it being understood, however, that the
Indemnitor's designation of counsel shall be subject to the approval of the
Indemnitee, which approval shall not be unreasonably withhold. Additionally, at
its own expense the Indemnitee may participate in any such defense with counsel
of its choice. As long as the defense is being handled by the Indemnitor, the
Indemnitee shall not settle any such claim, action or proceeding without prior
written consent of the Indemnitor, except that if the Indemnitee does elect to
settle the matter without such consent, the Indemnitor shall be released from
the terms of this indemnification. Notwithstanding the foregoing, in the event
the Indemnitor elects not to defend any such claim, action, or proceeding, the
Indemnitee may do so, in which event the Indemnitor shall continue to indemnify
the Indemnitee for any liabilities, losses and damages incurred by the
Indemnitee, including any settlement payments and for the reasonable costs and
expenses of this counsel.

         9.04 All indemnifications made herein by Purchaser and Seller shall
survive the closing of this transaction and shall inure to the benefit of the
Purchaser's and Seller's heirs, assigns, agents, principals, members and/or
shareholders.

10. TERMINATION DEFAULT REMEDIES

         10.01. Termination. If either Purchaser or Seller materially defaults
in the due and timely performance of any of its warranties, covenants or
agreements or in the event of the failure to satisfy or fulfill any of the
conditions, the non-defaulting party may on the Closing Date give notice of
termination. The notice shall specify the default or defaults upon which the
notice is based. The termination shall be effective ten (10) days after the
Closing Date, unless the specified default or defaults have been cured on or
before the effective date of the termination.

         10.02. Default Remedies. Notwithstanding Section 10.01, in the event of
a default, the non-defaulting party may seek specific performance of this
Agreement against the defaulting party from a court of competent jurisdiction,
or alternatively, such non-defaulting party may seek damages from the defaulting
party.

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11. MISCELLANEOUS

         11.01 Waiver. This Agreement may be assigned by Purchaser without the
prior written consent of Seller.

         11.02 Survival. The representations and warranties of the Purchaser and
Seller set forth in Sections 5 and 6 of this Agreement, the indemnities set
forth in Section 9 of this Agreement, and the conditions set forth in Sections 7
and 8 of this Agreement, shall survive termination of, the Closing under, or
performance under this Agreement, forever, until fully performed, discharged
and/or subject to applicable statutes of limitation.

         11.03 Entire Agreement. This Agreement and the Exhibits hereto contain
the entire understanding between the parties hereto with respect to the
transactions contemplated hereby and thereby and supersedes and replaces all
prior and contemporaneous agreements and understandings, oral or written, with
regard to such transactions. All exhibits hereto and any documents and
instruments delivered pursuant to any provision hereof are expressly made a part
of this Agreement as fully as though completely set forth herein.

         11.04 Governing Law, Jurisdiction and Venue. The validity, construction
and performance of this Agreement, and the legal relations between the parties
to this Agreement, each shall be governed by and construed in accordance with
the laws of the State of Florida (excluding that body of law applicable to
choice of laws). Each of the parties hereby agrees that, except for any appeals,
the sole and exclusive venue for any and all disputes relating to this
Agreement, its making, construction, validity, enforceability and/or performance
shall be in the state courts sitting in Broward County, Florida and/or the
United States District Court for the Southern District of Florida and each
hereby voluntarily consents to the personal jurisdiction of said courts and
waives any and all objections to such personal jurisdiction and/or venue.

         11.05 Litigation Costs. If any legal action or other proceeding is
brought for the enforcement of this Agreement or to remedy its breach, the
prevailing party in such action or proceeding shall be entitled to recover its
actual attorney's fees and other costs incurred in the action or proceeding, in
addition to such other relief to which it may be entitled.

         11.06 Headings and References. Headings are included solely for
convenience, are not themselves to be considered a part of the terms and
conditions of this Agreement and are not intended to be full and accurate
descriptions of the contents thereof. Any reference to a paragraph shall be
construed to refer to all subparts and/or other portions of that paragraph.

         11.07 Amendments; Waivers. This Agreement may be amended or modified,
and any of the terms, covenants, representations, warranties or conditions
hereof may be waived, only by a written instrument executed by the parties
hereto, or in the case of a waiver, by the party waiving compliance. Any waiver
by any party of any condition, or of the breach of any provision, term,
covenant, representation or warranty contained in this Agreement, in any one or
more instances, shall not be deemed to be nor construed as further or continuing
waiver of any such condition, or of the breach of any other provision, term,
covenant, representation or warranty of this Agreement.

                                       12
<PAGE>

         11.08 Notices. All notices relating to this Agreement must be in
writing and delivered either in person or by certified mail or registered mail,
postage prepaid, return receipt requested, to the person(s) and address
specified on the first page of this Agreement or such updated address as either
party may subsequently designate by notice in writing. Notice shall be effective
immediately upon receipt.

         11.09 Severability. In the event that any provision of this Agreement,
or the application of any such provision to any Person or set of circumstances,
shall be determined to be invalid, unlawful, void or unenforceable to any
extent, the remainder of this Agreement, and the application of such provision
to Persons or circumstances other than those as to which it is determined to be
invalid, unlawful, void or unenforceable, shall not be impaired or otherwise
affected and shall continue to be valid and enforceable to the fullest extent
permitted by law.

         11.10 Expenses. Except as otherwise provided herein, each of the
parties hereto shall pay its own expenses in connection with this Agreement and
the transactions contemplated hereby, including, without limitation, any legal
and accounting fees, whether or not the transactions contemplated hereby are
consummated. All state and local sales, transfer, excise, value-added or other
similar taxes, and all recording and filing fees that may be imposed by reason
of the sale, transfer, assignment and delivery of the Assets, shall be borne by
the Seller.

         11.11 Finders Fees. Neither Seller nor Purchaser has incurred nor will
either incur any liabilities for finder's fees or commission of any nature
whatsoever in connection with the transactions contemplated hereunder.

         11.12 Additional Documentation: The parties agree that without the
payment of additional consideration, each party will provide the other with such
information as may be necessary to carry out the terms and conditions of this
Agreement.

         11.13 Incorporation of Exhibits, Annexes, and Schedules. The Exhibits,
Annexes, and Schedules identified in this Agreement are incorporated herein by
reference and made a part hereof.

         11.14 Construction. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement. The law firm of Newman, Pollock & Klein, LLP
represented Purchaser in connection with the drafting of this Agreement, and
Seller was represented by counsel of his own or elected not to be represented by
counsel. Any reference to any federal, state, local, or foreign statute or law
shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. The word "including" shall
mean including without limitation.

                                       13
<PAGE>

         11.15 Gender. All references to the male, female or neutral shall be
amended to the proper reference as the context requires.

         11.16 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which shall constitute the
same instrument.

         11.17 Knowledge. For purposes of this Agreement, a Person shall be
deemed to have "knowledge" of a particular fact or other matter if any
Representative of such Person has knowledge of such fact or other matter.

         11.18 Force Majeure. Neither of the parties shall be responsible for
failure to fulfill its obligations under this Agreement due to causes beyond its
reasonable control, including but not limited to failure of suppliers or
subcontractors to furnish equipment, software, parts or labor, war, sabotage,
insurrection, riots, civil disobedience and the like, acts of governments and
agencies thereof, labor disputes, accidents, fires or Acts of God. In such
event, the delayed party shall perform its obligations hereunder within a
reasonable time after the cause of the failure has been remedied, and the other
party shall be obligated to accept such delayed performance. During any period
that performance of its obligations by one party is delayed or suspended
pursuant to this Paragraph 11.18, the performance of the obligations of the
other party shall be similarly delayed or suspended, including, without
limitation, any obligation of a party to pay money owed based on delayed
performance of obligations of the other party.

         11.19 Binding Effect/Assignment. All the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, successors, assigns and legal representatives.

                                       14

<PAGE>


IN WITNESS WHEREOF, the parties hereto have signed this Agreement under seal on
the day and year first above written.

SELLER:

ATTEST:                             AYER BEVERAGES, INC.

_________________                   BY:________________________________
                                       John Lehan
                                       ITS: President and CEO


PURCHASER:

ATTEST:                             BEVERAGE NETWORK OF MASSACHUSETTS, INC.


___________________                 BY: _________________________________
                                        Barry Willson
                                        ITS: Secretary

                                       15










</TEXT>
</DOCUMENT>
