Exclusive Agency Agreements

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EXCLUSIVE AGENCY AGREEMENT


This AGREEMENT is made effective as of the 2nd day of May, 1997, ("Effective Date"), between the DIXIE BREWING COMPANY, INC., a corporation existing under the laws of the State of Louisiana with its principal place of business at 2401 Tulane Avenue, New Orleans, Louisiana, 70119 ("BREWERY"), and AMBREW USA, INC., a corporation existing under the laws of the State of Louisiana with its principal place of business at One Galleria Blvd. Suite 1714, Metairie Louisiana, 70001, ("Company"):

WHEREAS:

A. Brewery manufactures and sells beer.

B. Company is a selling and marketing agent of beverages.

C. Brewery and Company are willing to enter into this agreement on the
following terms and conditions.

WHEREBY IT IS AGREED as follows:


1. DEFINITIONS

A. "Territory" shall mean the United States of America excluding the State of
Louisiana until resolution of the Crown Beverage lawsuit, at which time an
agreed upon addendum shall be negotiated, if possible, depending on the
outcome of said lawsuit. Company shall have the right to export Products
under the terms and conditions as set forth in Exhibit B.

B. "Product" or "Products" shall mean Dixie Beer, Dixie Jazz Amber Light Beer,
Dixie Blackened Voodoo Lager, Dixie Crimson Voodoo Ale and Dixie White
Moose. The Company shall have the right of first refusal to purchase any
new Dixie Products hereafter developed by Brewery, so long as Company is in
full compliance with all of the terms and provisions of this Agreement.

C. "Trademarks" shall mean the trademarks used on or in relation to the
Products whether registered or unregistered, which term shall include trade
names, patents, copyrights, designs and all other intellectual property
rights which may be applicable to the Product and which are vested in Dixie
Brewing Company, Inc. and as listed on Exhibit A attached hereto and such
other trademarks and trade names as the Brewery shall allow company to use
in connection with the distribution and marketing of the Products during
the term of this Agreement, provided, however, that Company shall not have
the right to produce or sell or the right to allow others to produce or
sell promotional materials using the Trademarks without Brewery's prior
written consent.  

D. "Term" means the duration of this Agreement as set out in Section 14:
"TERM."


2. APPOINTMENT AND ACCEPTANCE AS EXCLUSIVE AGENT

A. Subject to the terms and conditions of this Agreement, Brewery hereby
appoints Company as Brewery's exclusive Agent to arrange for the marketing,
sale and resale of the Products including all current Dixie products
("Dixie", "Jazz", "Voodoo", and "White Moose") in the Territory on behalf
of Brewery. Company accepts such appointment on the terms herein. Company
acknowledges that it is aware of the fact the Brewery has previously
contracted with other wholesalers, distributors and retailers in various
states and territories. In the case of states within the Territory where
Brewery has sold or is currently selling the Products through approved
wholesalers, distributors, or retailers, Company agrees that such existing
wholesalers, distributors, or retailers may continue to purchase the
Brewery's Products until such time as their contracts expire or are
terminated by Brewery.


In the event any claim is made by any of Brewery's existing distributors,
wholesalers or retailers concerning the exercise by Company of any of the
rights granted by Brewery to Company under this Agreement, Company agrees
to cease and desist immediately from exercising such rights as are the
subject of such claim upon written notice from Brewery. In the event that
Company fails to cease and desist from exercising such rights, Company
agrees that it shall indemnify, defend and bold Brewery harmless against
any and all such claims. Brewery and Company shall mutually agree on any
appointments and/or terminations of wholesalers for Dixie Products.

B. Company will not arrange for the sale or shipment of the products to
locations outside the Territory without the prior written consent of
Brewery other than as agreed to in Exhibit B. During the Term of this
Agreement and provided that Company is in full compliance with all of its
obligations hereunder, Brewery will neither appoint another marketing agent
to arrange for marketing, sale or resale of the products in or for the
Territory nor sell the Products to any customer in the Territory without
the prior written consent of Company.


3. CERTAIN OBLIGATIONS OF COMPANY

A. Company agrees to establish, promote and arrange for the resale and
distribution of the products in accordance with all Federal, State and
local requirements and to obtain and pay for all necessary permits and
licenses in accordance with the laws of the United States of America and
any other state, local and governmental authorities and in accordance with
the terms and conditions of this Agreement. Company agrees to forward
copies of


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all such permits and licenses to Brewery within fourteen (14) days of
receipt.

B. Company further agrees to use its best efforts to market, advertise,
merchandise and promote the sale of the Products with the aim of
maintaining, developing and extending the market for the Products,
increasing the placement of orders and the sale of Products within the
Territory and will endeavor to meet the sales targets for orders of the
Products for each calendar year as set forth in Exhibit C, as well as
cooperate with Brewery to make reviews of the marketplace with respect to
sales of the Products.

C. The means of advertising and promoting the Products shall be in two stages,
(i) The initial 1997 Marketing Plan attached as Exhibit C hereto in which
Company agrees to acquire point of sale promotional materials for the
products with a total laid in cost to Company of at least US$42,500
including neon signs with a laid in cost to Company of at least US$22,500
as well as US$60,000 as additional post-offs/deals from Company to
distributors during the first year; and (ii) a further plan which shall be
mutually agreed upon as part of an annual national marketing plan to be
proposed to Brewery by Company in writing prior to November 1st of each
year for the following calendar year. Said plan will include expenditures
equal to or greater than those of the first year. Any and all means of
advertising, promoting, and marketing of Products used by Company must gain
prior written approval from Brewery on the form, content and substance of
all major promotions and campaigns.

D. During the Initial Term, Company agrees to maintain Brewery's sales of
Products in the Territory at the following minimum levels during the Term
of this Agreement:


(i) during the first twelve-month period following the effective
date of this Agreement, at least one hundred ninety two thousand (192,000)
cases of Product consisting of twenty-four (24) twelve (12) ounce glass
containers of Products at the rate of sixteen thousand (16,000) cases per
month;


(ii) during the second twelve-month period following the effective
date of this Agreement, at least two hundred ten thousand (210,000) cases
of Product consisting of twenty-four (24) twelve (12) ounce glass
containers of Products at the rate of seventeen thousand five hundred
(17,500) cases per month; and


(iii) during the third twelve-month period following the effective
date of this Agreement, at least two hundred thirty thousand (230,000)
cases of Product consisting of twenty-four (24) twelve (12) ounce glass
containers of Products at the rate of nineteen thousand one hundred sixty
seven (19,667) cases per month.


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In order to guarantee Company's performance of its marketing obligations, Company agrees that it will itself purchase or pay for the foregoing minimum quantities in the event that the Brewery's Wholesale customers do not make sufficient purchases during a given period to meet these minimum quantity levels.

Sales of draft beer are not to be included in calculations for the determination of guaranteed minimum product quantities, but for the purposes of this Agreement, sales of White Moose beer in cases of twenty-four (24) seven (7) ounce glass containers shall be considered sales of beer in twenty-four (24) twelve (12) ounce glass containers of Products in determining guaranteed minimum product quantities.

E. Company shall monitor the performance of its wholesalers relating to the
adequacy of their facilities for handling and storage of the products and
shall provide to Brewery on a monthly basis a full accounting of all
resales of the Products during the previous month, including the names and
addresses of each purchaser from Company, customer profiles, and the
quantities of such purchases by each customer, including depletion reports
received from wholesalers.

F. Company shall establish, organize, and maintain sufficient inventory of
Products, a competent well-trained and experienced force of sales,
supervisory, and promotional personnel sufficient to supervise and promote
the sale of Brewery's Products in the Territory.

G. Company shall promptly investigate and immediately relay to Brewery all
complaints relating to products, and cooperate with Brewery in the prompt
and appropriate disposition of such complaints.

H. Company shall at its own expense, maintain products liability, general
liability, workmen's compensation, and such other types of insurance as
reasonably necessary for Company's business operations and properties used
in marketing and arranging the distribution of the products.

I. Company shall not represent itself as being Brewery's partner or joint
venturer, nor shall Company incur any liability on behalf of Brewery, in
any way pledge or propose to pledge Brewery's credit, or accept or make any
contract binding upon Brewery.

J. Notwithstanding any other provisions hereof, Company shall be solely
responsible for all expenses incurred by Company in performance of its
duties hereunder.

K . Should Company decide to contract brew/manufacture and/or package
beer/beverages in the United States during the term of this


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Agreement, Brewery shall be given the first opportunity for the manufacture
and/or packaging of such beer/beverage.


4. CERTAIN OBLIGATIONS OF BREWERY

A. Brewery represents and warrants that the Products shall be merchantable,
free from defects or adulteration, and shall comply with all applicable
government regulations and standards.

B. With respect to all Brewery's trademarks, service marks, formulas,
processes, recipes, customer lists, sales data, marketing plans, trade
secrets, reports, patents, patent applications, copyrights, trademarks and
licenses thereof or therein regarding the products, Brewery further
represents and warrants that Brewery owns the same or has the right,
subject to the foregoing, to license, sell, sub-license and otherwise use
the same without restriction. Brewery hereby agrees to allow Company a
limited non-assignable and nontransferable right to use the Brewery's
trademarks and trade names solely in advertising and promoting the sale and
marketing of the products. Brewery shall fully indemnify and hold harmless
Company for all claims made against Company for its authorized use of the
Brewery Trademarks.

C. Brewery recognizes that a principal purpose of this Agreement is to
increase the sale of Brewery's Products through Brewery's distribution
system in the United States. To that end, Brewery shall use its best
efforts to accept and fill promptly orders for the products as they shall
be submitted by Company or its authorized customers and will take all steps
necessary to maintain and improve upon the quality of its response to
increased demand for such products as a result of Company's efforts. In the
event that Brewery is unable to fulfil its minimum production obligations,
then the Guarantee shall be adjusted accordingly.

D. Brewery shall, at its own expense, maintain in full force and effect
product liability insurance in an amount reasonably necessary for Brewery's
operations and insuring against all liabilities arising out of the
production, manufacture or consumption of products covered by this
agreement.

E. Brewery shall: 1) sell the Products to Company at the prices set forth in
Exhibit D, or as otherwise permitted by this agreement; 2) remit shipments
to Company's designated freight forwarder responsible for consolidation of
shipments; 3) forward all bills of lading and other papers in a timely
manner; 4) ship Company and authorized customers the Products set forth on
purchase orders submitted to Brewery; 5) comply with product labeling
provisions of all applicable national, state and local laws, rules and
regulations and label the Products accordingly; 6) supply products in new
glass bottles; 7) unless otherwise agreed, supply Products containing
pasteurized contents; 8) supply all draft


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Products in Sankey kegs, and; 9) notify Company promptly of any
interruption in Brewery's source of supply or production which may affect
its ability to perform under this agreement.

F. Brewery shall not represent itself as being Company's partner or joint
venturer, nor shall Brewery incur any liability on behalf of Company, in
any way pledge or propose to pledge Company's credit, or accept or make any
contract binding upon Company.


5. INDEMNIFICATION

A. Brewery represents and warrants that all Products sold shall be
merchantable and salable. Brewery shall indemnify and defend the Company,
its officers, directors and employees, against all claims, demands, losses,
liabilities, damages, costs and expenses resulting from:


1) any inaccuracy in or breach of the foregoing representation and warranty;


2) any breach or inaccuracy in any representation, warranty, covenant or agreement made by Brewery in this agreement;


3) any products liability or other claim by third parties arising from defective products sold to Company by Brewery.

Indemnification under Subparagraph 5(A) will not extend to claims for which Company shall indemnify Brewery under Subparagraph 5(B).

B. Company shall indemnify Brewery, its affiliates, officers, directors and
employees against all claims, demands, losses, liabilities, damages, costs,
and expenses resulting from Company's acts or omissions in performing under
this Agreement resulting from:


1) Company's marketing, distribution and advertising activities;


2) any breach or inaccuracy in any representation, warranty, covenant or agreement made by Company in this Agreement.

Indemnification under Subparagraph 5(B) will not extend to claims for which Brewery shall indemnify Company under Subparagraph 5(A).

C . If either party intends to seek indemnification under this Paragraph 5,
that party shall promptly notify the other party of any claim within five
(5) days of its receipt. The indemnifying party shall conduct, at its
expense, the settlement or defense of the claim, but:


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1) the indemnifying party shall permit the other party to participate in any settlement or defense through that party's counsel at that party's expense, and


2) the other party may pay or settle any claim prior to settlement, but it will automatically waive all rights to indemnification for that claim.


If the indemnifying party does not notify the other party within a reasonable period after its receipt of a claim that it intends to defend the claim (unless a shorter period is required by law), or gives such notice but fails to undertake the defense promptly and in good faith, the other party may take all actions, in its reasonable judgment, at the expense of the indemnifying party without waiving its rights to indemnity.

D. The indemnifying party shall promptly reimburse the other party for the
full amount of any loss resulting from the claim and all related expenses
incurred by the indemnified party within the limits of paragraph 5.

E. The indemnification and hold harmless provisions of this Agreement will
survive termination or expiration of this Agreement for a period the longer
of two (2) years or the expiration of any statute of limitations on the
claim for which indemnity is sought.


6. TERMS OF SALE TO COMPANY

A. Company shall obtain orders from Brewery's existing distributors and others
and Company shall, in turn, place orders with Brewery for the Products in
accordance with the cost price list set forth on Exhibit C attached hereto,
as said list may be amended pursuant to the terms of this Agreement from
time to time. Company shall give Brewery at least four (4) weeks notice of
each order for Products. Orders shall be made on the form of purchase order
attached as Exhibit E hereto and be accompanied by a copy of the
distributor's purchase order.

B. Brewery shall from time to time issue a Product Cost Price List for the
Products, F.O.B. Brewery's plant. Brewery shall sell and Company shall
purchase Products at the F.O.B. Brewery prices listed therein. Prices
shall include the entire cost of packing. Prices for the Products in effect
as of the date of this Agreement are set forth in Exhibit C attached
hereto. Brewery may, from time to time and upon sixty (60) days' written
notice to Company, increase prices to Company for the Products. Said
increases not to occur more often than every six months. Should Brewery
adjust prices to Company during the term of this agreement, Company and
Brewery shall negotiate in good faith to adjust the Guarantees if deemed
necessary by Company. Company shall pay for pallet deposit at prices set
forth on Exhibit D.


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7. SHIPMENTS

A. Delivery, shipment and other terms with respect to the products shall be in
accordance with the terms and conditions of the purchase orders issued by
Company. Brewery agrees that it will fulfill Company's purchase orders for
Products in a timely manner as set forth in this Agreement.

B. Delivery to Company shall be deemed to occur upon delivery of the products
into a freight container at Brewery's loading dock. Company or its
authorized customers shall be responsible for the availability of a carrier
FOB Dixie warehouse on the date of shipment, shall arrange all
transportation FOB Dixie warehouse and shall assume all risk of loss or
damage to the Products purchased by it from Brewery upon delivery to the
carrier.

C. Kegs. All kegs and other bulk containers ("Kegs") in which Products are
shipped shall be and remain the property of the Brewery. Company shall
arrange and pay for all empty Kegs to be promptly returned to Brewery in
substantially the same condition as when Company received such Kegs.
Brewery shall establish and maintain records of receipt of empty Kegs from
Company, and shall provide regular statements reflecting such records to
Company. Company shall reimburse Brewery the sum of $15.00 for each Keg
which is not returned to Brewery within 180 days of shipment.


8. PAYMENT TERMS


All payments for Products made by Company to Brewery shall be by electronic funds transfer in United States dollars, payable at fourteen (14) days from date of Bill of Lading. Brewery shall provide Company with an invoice, a Bill of Lading, and any additional documents reasonably requested by Company. It is understood that the Bill of Lading date will be the date the Company's designated freight forwarder picks up the Products FOB Dixie warehouse at 2537 Tulane Avenue, New Orleans, LA. If Company places any orders prior to a price increase taking effect, for shipment after the price increase takes effect, the Bill of Lading date, for purposes of starting the fourteen (14) day payment period, will be no longer than fourteen days from the date the order is placed, regardless of the actual date the Products are shipped if Company wishes to receive the pre-increase prices. As security for Company's obligations to Brewery to pay for Products Company orders under this Agreement, Company hereby agrees to cause an irrevocable three-year letter of credit (LC) to be issued in the amount of US$150,000 for the first fifteen (15) months following the Effective Date and in the amount of US $200,000 for months sixteen (16) through thirty-six (36) following the Effective Date, such LC to be issued by Hibernia National Bank, or other mutually


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agreed financial institution, as issuer, and with Brewery as sole beneficiary. Said LC shall provide that Brewery shall be entitled to draw on the LC at any time during the term of this Agreement if any one or more of the following conditions occurs:


(a) If Company or third parties have not purchased from Brewery or paid Brewery for at least one hundred ninety-two thousand (192,000) cases of Products consisting of twenty-four (24) twelve (12) ounce glass containers of Products for resale in the Territory by the end of one year from the Effective Date;


(b) If Company or third parties have not purchased from Brewery or paid Brewery for at least two hundred ten thousand (210,000) cases of Products consisting of twenty-four (24) twelve (12) ounce glass containers of Products for resale in the territory during the second twelve-month period following the Effective Date;


(c) If Company or third parties have not purchased from Brewery or paid Brewery for at least two hundred thirty thousand (230,000) cases of Products consisting of twenty-four (24) twelve (12) ounce glass containers of Products for resale in the territory during the third twelve-month period following the Effective Date;


(d) If Company or third parties have not purchased from Brewery or paid Brewery for at least sixteen thousand (16,000) cases of Products consisting of twenty-four (24) twelve (12) ounce glass containers of Products for resale in the Territory during any one calendar month ("Monthly Minimum") during the first twelve-month period following the Effective Date;


(e) If Company or third parties have not purchased from Brewery or paid Brewery for at least seventeen thousand five hundred (17,500) cases of Products consisting of twenty-four (24) twelve (12) ounce glass containers of Products for resale in the Territory during any one calendar month ("Monthly Minimum") during the second twelve-month period following the Effective Date;


(f) If Company or third parties have not purchased from Brewery or paid Brewery for at least nineteen thousand one hundred sixty seven (19,167) cases of Products consisting of twenty-four (24) twelve (12) ounce glass containers of Products for resale in the Territory during any one calendar month ("Monthly Minimum") during the third twelve-month period following the Effective Date; or


(g) If Company fails to make timely payment for any Products ordered from Brewery during the term of this Agreement.


Brewery shall be entitled to draw on the LC such amounts as are necessary, according to Brewery's calculations, to remedy any shortfall in purchases or payments. The LC shall provide that Brewery, in order to remedy any shortfall in payments, may draw up


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to the full amount of the LC at any time, upon two days written notice to Company, and from time to time, regardless of the amount(s) previously drawn on the LC by Brewery. Brewery shall be entitled to draw on the LC by issuing a sight draft to the issuing bank, upon above mentioned two days written notice to Company, to remedy the shortfall by purchasing any required minimum amount of Products or paying for products ordered but not yet paid for. The proceeds of draws on the LC shall be applied by Brewery as payment for Products and credited to Company's account with Brewery. If Company disputes the amount of a draw on the LC, Brewery shall provide to Company its calculations of the amount of the draw within seven days of request. Brewery shall refund to Company any amount which the parties agree should not have been drawn on the LC.


Company's failure to establish or to maintain the LC in full force and effect as required by this Agreement shall be deemed a material breach of this Agreement by Company.


Company shall pay Brewery the average price per case invoiced to Company during the year times the difference between the number of cases purchased and paid for and the Minimum Monthly Purchase Guarantee for the month. If the Company fails to pay Brewery this amount within five (5) business days, after written notice from Brewery, Brewery shall be entitled to draw on the entire amount then due.


Company shall be responsible for invoicing customers and shall provide to Brewery by the end of the next business day, copies of all invoices it issues for sales of the Products, as well as copies of any invoice, credit memorandum, bill of lading or other documents reflecting the amount and terms of any transaction involving Products that Company sells or delivers for promotional purposes, whether by way of discounts, "deals", donations, depletions or other terms pertaining to marketing or promotion of the Products.


9. MONTHLY MINIMUM AND PREPAYMENT


In order to assure that Brewery receives a minimu...

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