FIRST AMENDMENT TO DISCOUNT FACTORING AGREEMENT

EXHIBIT 10.8

FIRST AMENDMENT TO DISCOUNT FACTORING AGREEMENT

This FIRST AMENDMENT TO DISCOUNT FACTORING AGREEMENT (this “Amendment”), dated as of October 25, 2007, is by and between Harbrew Imports, Ltd. Corp., (“Company”) and Capstone Business Credit, LLC (“Factor”).

WITNESSETH:

WHEREAS, Company and Factor have entered into a Discount Factoring Agreement (the “Agreement”), dated as of January 22, 2007 pursuant to which Company appointed Factor as its sole factor with respect to sales of its merchandise; and

WHEREAS, the parties wish to amend the Agreement as set forth below.

NOW, THEREFORE, for and in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   Section 1 of Schedule A to the Agreement is hereby amended by deleting the reference to 20% contained therein and inserting 10% in its place:

2.   Effect.  Except as specifically set forth herein, this Amendment does not limit, modify, amend, waive, grant any consent with respect to, or otherwise affect (a) any right, power or remedy of the Factor under the Agreement, (b) any provision of the Agreement, all of which shall remain in full force and effect and are hereby ratified and confirmed.  This Amendment does not entitle, or imply any consent or agreement to, any further or future modification of, amendment to, waiver of, or consent with respect to any provision of the Agreement.

3.   Counterparts; Facsimile Signatures.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original with the same effect as if all the signatures were on the same instrument.  Delivery of an executed counterpart of the signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.  Any party delivering an executed counterpart of the signature page to this Amendment by telecopier shall thereafter promptly deliver a manually executed counterpart of this Amendment, but the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

4.   Governing Law, Venue, and Waiver of Jury Trial.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK AND IS SUBJECT TO THE PROVISION OF SECTION  24 OF THE AGREEMENT, RELATING TO WAIVER OF JURY TRIAL, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE HEREBY INCORPORATED HEREIN IN FULL.

[Signatures are on the next page.]

1

IN WITNESS WHEREOF, this Amendment has been executed as of the date first above written.

		COMPANY:
		HARBREW IMPORTS, LTD
	By:	/s/ Xxxxxxx XxXxxxx
		Name: Xxxxxxx XxXxxxx
		Title: President
		FACTOR :
		CAPSTONE BUSINESS CREDIT, LLC
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: Managing Member

2

REAFFIRMATION OF GUARANTOR

The undersigned has executed a guaranty in favor of Capstone Business Credit, LLC (“CBC”), with respect to the obligations of Harbrew Imports, Ltd. Corp., a New York corporation (“Debtor”), owing to CBC pursuant to that certain Discount Factoring Agreement dated as of January 22, 2007 (the “Agreement”), as amended by that certain First Amendment to Discount Factoring Agreement, dated as of even date herewith (as the same may be amended, restated, modified or supplemented from time to time hereafter, the “Amendment”), between Debtor and CBC.

In consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby acknowledges notice of the Amendment, consents to the terms contained therein, and reaffirms and agrees that: (a) his obligations, guaranty, grants and/or subordinations, as the case may be, under the guaranty shall remain in full force and effect under the Agreement, as amended by the Amendment, as if made contemporaneously therewith; (b) that each reference in a guaranty by the undersigned to the Agreement shall mean and be a reference to the Agreement, as amended by the Amendment; (c) nothing in such guaranty obligates CBC to notify the undersigned of any changes in the financial accommodations made available to Debtor, or to seek reaffirmations of such guaranties; and (d) no requirement to so notify the undersigned or to seek reaffirmations in the future shall be implied by the execution of this Reaffirmation of Guarantor.  All capitalized terms used, but not otherwise defined herein, shall have the meanings given to them in the Agreement.

Dated:  October 25, 2007		GUARANTOR:
	By:	/s/ Xxxxxxx XxXxxxx
		Xxxxxxx XxXxxxx, individually
		Address: 0000 Xxxxx Xxxxx
		Xxxxxxxx, XX  00000

3