Revolving Advances; Advance Limit. Upon the request of Borrower, made at any time or from time to time during the Term and so long as no Event of Default has occurred and is continuing, BACC may, in its sole and absolute discretion, make Advances in an amount up to (a) eighty percent (80%) of the aggregate outstanding amount of Eligible Accounts, plus (b) the lesser of (1) fifty percent (50%) of the aggregate value of the Eligible Inventory plus ten percent (10%) of the aggregate value of the Slow Moving Inventory or (2) initially Two Hundred Fifty Thousand Dollars ($250,000.00); provided, however, that (a) in no event shall the aggregate amount of the outstanding Advances be greater than, at any time, the amount of Six Hundred Fifty Thousand Dollars ($650,000.00) (the Advance Limit) and provided further that (b) the maximum amount of Advances against Eligible Inventory and Slow Moving Inventory shall not exceed initially sixty percent (60%) of the total Advances and which percentage will reduce two percent (2%) per month commencing on October 1, 1998 and by 2% on the first day of each month thereafter until the percentage equals thirty six percent (36%) and (c) the maximum dollar amount of Advances against Eligible Inventory and Slow Moving Inventory shall decrease by Five Thousand Dollars ($5,000.00) per month commencing on October 1, 1998 and on the same day of each month thereafter until the maximum amount is reduced to One Hundred Seventy Five Thousand Dollars ($175,000).

Revolving Advances; Advance Limit. Upon the request of Borrower, made at any time from and after the date hereof until the Termination Date, and so long as no Event of Default has occurred and is continuing, BACC may, in its sole and absolute discretion, make Advances in an amount up to (a) seventy five percent (75%) of the aggregate outstanding amount of Eligible Accounts, plus (b) the lesser of (1) twenty five percent (25%) of the aggregate value of the Eligible Inventory or (2) Four Hundred Thousand Dollars ($400.000.00) (such lesser of (1) or (2) is hereinafter the "Inventory Advance Rate") or (3) thirty percent (30%) of the aggregate outstanding principal amount of Advances under this Section 2.1; including the Advance in question if made, provided, however, that in no event shall the aggregate amount of the outstanding Advances under the Revolving Credit Facility be greater than, at any time, the amount of One Million Seven Hundred Thousand Dollars ($1,700,000.00) (said dollar limit the Advance Limit). BACC may create reserves against, or reduce its advance percentages based on Eligible Accounts or Eligible Inventory without declaring an Event of Default if it determines, in its good faith discretion, that such reserves or reduction is necessary, including, without limitation, to protect its interest in the Collateral and/or against diminution in the value of any Collateral, and/or to insure the prospect of payment or performance by Borrower of its Obligations to BACC are not impaired.

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Revolving Advances; Advance Limit. Upon the request of Borrower made at any time from and after the date hereof until the Termination Date, and so long as no Event of Default has occurred, Lender may, in its Good Faith discretion, make Advances to Borrower under a revolving credit facility (the Revolving Credit Facility) in an amount up to: (a) so long as Dilution is equal to or less than one and one-half percent (1.5%), the sum of (i) ninety percent (90%) of the aggregate outstanding amount of Eligible Accounts plus (ii) (x) eighty percent (80%) of the aggregate amount of the Eligible Unbilled Accounts or (y) One Million Dollars ($1,000,000), whichever is less (the sum of clauses (i) and (ii) being, the Borrowing Base); (b) minus the Payroll Reserve; provided, however, in no event at any time shall the maximum aggregate principal amount outstanding under the Revolving Credit Facility exceed Ten Million Dollars ($10,000,000) (said dollar limit being, the Advance Limit). Lender may create reserves including, without limitation, the Dilution Reserve (should Dilution exceed 1.5%) and the Payroll Reserve, against, or reduce its advance percentages based on Eligible Accounts or Eligible Unbilled Accounts without declaring an Event of Default if Lender determines, in its Good Faith discretion, that such reserves or reduction are necessary, without limitation, to protect Lender's interest in the Collateral and/or against diminution in the value of any Collateral and/or to insure that the prospect of payment or performance by Borrower of its Obligations to Lender are not impaired. Borrower acknowledges that it has requested Lender to enter into an indemnification agreement in favor of Sterling National Bank and agrees that any sums paid by Lender to Sterling National Bank thereunder shall be deemed to be Advances under this Section 2.1. Ameri100 - Loan and Security Agreement – EXECUTION VERSION - 6 -

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Revolving Advances; Advance Limit. (A) Upon the request of Borrower, made at any time from and after the date hereof until the Termination Date, and so long as no Event of Default has occurred, BACC may, in its good faith discretion, make Advances in an amount up to eighty five percent (85%) of the aggregate outstanding amount of Eligible Accounts, provided, however, that in no event shall the aggregate amount of the outstanding Advances under the Revolving Credit Facility be greater than, at any time, the amount of Ten Million Dollars ($10,000,000.00) (said dollar limit the Advance Limit). BACC may create reserves against, or reduce its advance percentages based on Eligible Accounts without declaring an Event of Default if it determines, in its good faith discretion, that such reserves or reduction is necessary, including, without limitation, to protect its interest in the Collateral and/or against diminution in the value of any Collateral, and/or to insure the prospect of payment or performance by Borrower of its Obligations to BACC are not impaired. (B) Borrower has advised BACC that D.T. Drinks, LLC has obtained, or intends to obtain, a Purchase Order Assistance Facility from PFI. Borrower represents it has furnished to BACC a true, accurate and complete copy of the Agreement to be entered into by Borrower and PFI pursuant to which a Purchase Order Assistance Facility will be established, and all other documents and agreements related thereto. Borrower confirms it requested that BACC enter into an Intercreditor Agreement with PFI in the form annexed hereto as Exhibit A, and to which Borrower shall be a party to. Borrower hereby reaffirms said Intercreditor Agreement and the authorization set forth in said Intercreditor Agreement that, inter alia, BACC forward directly to PFI the proceeds of all Advance against an Account that is a Purchased Order Financed Account arising from the Purchase Order Assistance Facility between the PO Financed Borrower and PFI. Borrower will act in accordance with the procedures set forth in said Intercreditor Agreement relative to seeking Advances from BACC. Borrower hereby authorizes BACC to, from time to time, communicate directly with PFI and any other future Purchase Order Assistance Provider, so as to exchange any and all information relative to the Revolving Credit Facility between BACC and Borrower provided for herein and the Purchase Order Assistance Facility provided by said Purchase Order Assistance Provider. If hereafter Borrower obtains a Purchas...

Revolving Advances; Advance Limit. (a) Upon the request of US Borrower made at any time from and after the date hereof until the Termination Date, and so long as no Event of Default has occurred and is continuing, Lender may, in its Good Faith discretion, make Advances in Dollars to US Borrower under a revolving credit facility (the US Revolving Credit Facility) in an amount up to, so long as Dilution is less than three percent (3%), the sum of (a) up to eighty-five percent (85%) of the aggregate outstanding amount of Eligible Accounts of US Borrower plus (b) (i) up to sixty percent (60%) of Eligible Unbilled Accounts of US Borrower or (ii) Three Million Nine Hundred Thousand Dollars ($3,900,000), whichever is less; provided, however, in no event at any time shall the maximum aggregate principal amount outstanding under the US Revolving Credit Facility exceed Twelve Million Five Hundred Thousand Dollars ($12,500,000) (said Dollar limit being, the US Advance Limit). Lender may create reserves against, or reduce its advance percentages based on Eligible Accounts or Eligible Unbilled Accounts of US Borrower without declaring an Event of Default if Lender determines, in its good faith discretion, that such reserves or reduction are necessary, without limitation, to protect Lender's interest in the Collateral and/or against diminution in the value of any Collateral and/or to insure that the prospect of payment or performance by US Borrower of the US Obligations to Lender are not impaired. (b) Upon the request of Canadian Borrower made at any time from and after the date hereof until the Termination Date, and so long as no Event of Default has occurred and is continuing, Lender may, in its Good Faith discretion, make Advances in Canadian Dollars to Canadian Borrower under a revolving credit facility (the Canadian Revolving Credit Facility) in an amount up to, so long as Dilution is less than three percent (3%), the sum of (a) up to eighty-five percent (85%) of the aggregate outstanding amount of Eligible Accounts of Canadian Borrower plus (b) (i) up to sixty percent (60%) of Eligible Unbilled Accounts of Canadian Borrower or (ii) Six Hundred Thousand Dollars ($600,000), whichever is less; provided, however, in no event at any time shall the maximum aggregate principal amount outstanding under the Canadian Revolving Credit Facility exceed Two Million Five Hundred Thousand Canadian Dollars (CDN$2,500,000) (said Canadian Dollar limit being, the Canadian Advance Limit). Lender may create reserves aga...

Revolving Advances; Advance Limit. (A) Upon the request of Borrower, made at any time or from time to time during the Term and so long as no Event of Default has occurred and is continuing, BACC may, in its sole and absolute discretion, make Advances in an amount up to eighty percent (80%) of the aggregate outstanding amount of Eligible Accounts (the "Borrowing Base") plus the Permitted Overadvance Amount; provided, however, that in no event shall the aggregate amount of the outstanding Advances be greater than, at any time, the amount of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (the Advance Limit);

Revolving Advances; Advance Limit. Upon the request of Borrower, made at any time or from time to time during the term hereof, and so long as no Event of Default has occurred and is continuing, Fremont shall, in its sole and absolute discretion, make advances to Borrower in an amount up to (a) Seventy-Five percent (75%) of the aggregate outstanding amount of Eligible Accounts other than Foreign Accounts, PLUS (b) the lesser of (1) Sixty percent (60%) of the aggregate outstanding amount of Eligible Accounts consisting of Foreign Accounts or (2) ONE MILLION DOLLARS ($1,000,000), PLUS (c) the lesser of (1) One hundred percent (100%) of the aggregate outstanding amount of Eligible Affiliate Accounts or (2) ONE MILLION DOLLARS ($1,000,000), PLUS (d) the lesser of (1) Forty percent (40%) of the aggregate of the Eligible Inventory consisting of raw materials Inventory or (2) TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000), PLUS (e) the lesser of (1) Fifty percent (50%) of the aggregate value of the Eligible Inventory consisting of finished goods Inventory or (2) FIVE MILLION DOLLARS ($5,000,000); PROVIDED, HOWEVER, 2 that in no event shall the aggregate amount of the outstanding advances made pursuant to subsections (d) and (e) under this Section 2.1 be greater than (I) SIX MILLION DOLLARS ($6,000,000) at any time during the period commencing July 7, 1997 through and including August 6, 1997, or (II) FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($5,500,000) at any time during the period commencing august 7, 1997 through the remainder of the term of this Agreement; PROVIDED FURTHER, HOWEVER, that in no event shall the aggregate amount of the outstanding advances made pursuant to this Section 2.1 be greater than at any time, the sum of FIFTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($15,500,000) (the Advance Limit). Notwithstanding the foregoing formula and the definitions of Eligible Accounts, Eligible Affiliate Accounts and Eligible Inventory, Fremont may reduce its advance rates on Eligible Accounts, Eligible Affiliate Accounts or Eligible Inventory or establish reserves with respect to borrowing availability if it determines, in its sole discretion, that there has occurred, or is likely to occur, an impairment of the prospect of repayment of all or any portion of the Obligations or an impairment of the value or priority of Fremont's security interests in the Collateral."

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