BEV TYME INC, S-8, 1996-05-31

BEV TYME INC
S-8, 1996-05-31
GROCERIES & RELATED PRODUCTS

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<PAGE>

As filed with the Securities and Exchange Commission on May 29, 1996

Registration No. 33-__________

---------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

---------------------

FORM S-8

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

---------------------

BEV-TYME, INC.
(Exact name of registrant as specified in its charter)

Delaware 36-3769323
-------- ----------
(State or other juris- (I.R.S. Employer
diction of organization) Identification No.)

134 Morgan Avenue, Brooklyn, NY 11237
-------------------------------------
(Address of Principal Executive Offices) (Zip Code)

STOCK OPTION AGREEMENTS DATED NOVEMBER 8, 1995, TO PURCHASE AN AGGREGATE OF
525,000 SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK
AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF
STOCK OPTION AGREEMENTS DATED MAY 24, 1996, TO PURCHASE AN AGGREGATE OF
50,000 SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK
AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF
STOCK OPTION AGREEMENTS DATED APRIL 25, 1996, TO PURCHASE AN AGGREGATE OF
300,000 SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK
AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION THEREOF

(Full title of the plan)

Robert Sipper
President
Bev-Tyme, Inc.
134 Morgan Avenue
Brooklyn, NY 11237

-------------------------------------
(Name and address of agent for service)

(718) 894-4300
-------------------------------------
(Telephone number, including area code,
of agent for service)

continued overleaf

<PAGE>

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to be offering price offering registration
to be registered registered(1) per Share(2) price(2) fee
- ---------------- ------------- -------------- --------- ------------
<S> <C> <C> <C> <C>
Series C Convertible 525,000 $ 2.00 $ 1,050,000 $ 362.04
Preferred Stock, par
value $.0001 per share

Series C Convertible 300,000 $ 1.50 $ 450,000 $ 155.16
Preferred Stock, par ------- ------ ----------- --------
value $.0001 per share

TOTAL 800,000 $1,500,000 $ 517.20

</TABLE>
- ------------

(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended ("Securities Act"), this registration statement also covers an
indeterminate number of shares as may be required by reason of any stock
dividend, recapitalization, stock split, reorganization, merger,
consolidation, combination or exchange of shares or other similar change
affecting the stock.

(2) The proposed maximum offering price per share is based upon the designated
exercise prices as stated in the appropriate Stock Option Agreements under
which the options were granted.

<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

Item 2. Registrant Information and Employee Plan Annual Information

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents or portions thereof, as filed with the Securities
and Exchange Commission by Bev-Tyme, Inc., a Delaware corporation (the
"Corporation"), are incorporated herein by reference:

(1) Annual Report on Form 10-KSB for the year ended December 31, 1995.

(2) Quarterly Report on Form 10-QSB for the period ended March 31, 1996.

(3) Quarterly Report on Form 10-QSB for the period ended June 30, 1995.

(4) Quarterly Report on Form 10-QSB for the period ended September 30,
1995.

(5) The description of the Series C Convertible Preferred Stock, par
value $.0001 per share ("Series C Preferred Stock"), of the Corporation
contained in the Corporation's registration statement filed under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.

All documents filed by the Corporation pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), subsequent to the effective date of this Registration Statement and
prior to the filing of a post-effective amendment which indicate that all
securities offered have been sold or which registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

The Company will provide without charge to each person to whom this
Prospectus is delivered, on the

3
<PAGE>

request of any such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents).
Written or telephone requests should be directed to Robert Sipper, President
and Chief Executive Officer, BEV-TYME, Inc., 134 Morgan Avenue, Brooklyn, NY
11237, telephone (718) 894-4300.

Item 4. Description of Securities

Not Applicable

Item 5. Interests of Named Experts and Counsel

Not Applicable

Item 6. Indemnification of Directors and Officers

Article Ninth of the Restated Certificate of Incorporation of the Company
as filed with the office of Secretary of State of the State of Delaware on May
11, 1995 ("Certificate of Incorporation") provides for indemnification of
personal liability of the Directors of the Corporation to the fullest extent
permitted by paragraph "7" of Subsection (b) of Section 102 of the General
Corporation Law of the State of Delaware.

Article X of the By-Laws of the Company ("By-Laws"), which is set forth
below in its entirety, provides for indemnification of officers, directors,
employees and agents substantially to the extent permitted under the Delaware
General Corporation Law.

Article X of the By-Laws provides as follows:

"ARTICLE X"

Section 10.1. Indemnification. The Corporation shall (a) indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement or such action or suit, (b) indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation), by reason of the fact that he is or was a director
or officer of the Corporation, or served at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any such action, suit or proceeding, in each
case to the fullest extent permissible under subsections (a) through (f) of

Section 145 of General Corporation Law of the State of Delaware of the
indemnification provisions of any successor statute and (c) advance reasonable
and necessary expenses in connection with such actions or suits, and not seek
reimbursement of such expenses unless there is a specific determination that
the officer or director is not entitled to such indemnification.

<PAGE>

The foregoing right of indemnification shall in no way be exclusive of any
other rights of indemnification to which any such persons may be entitled,
under any by-law, agreement, vote of shareholders or disinterest directors or
otherwise, and shall inure to the benefit of the heirs, executors and
administrators of such a person.

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits

The following is a complete list of exhibits filed as a part of this
registration statement:

Exhibit No. Document

4.1 Restated Certificate of Incorporation of the Corporation
(Incorporated by reference to Corporation's Registration
Statement on Form SB-2 Registration No. 33-87458)

4.2 By-Laws of the Corporation (Incorporated by reference to
Corporation's Registration Statement on Form SB-2 Registration
No. 33-87458).

4.3 Stock Option Agreement dated as of November 8, 1995 between the
Corporation and Robert J. Sipper.

4.4 Stock Option Agreement dated as of November 8, 1995 between the
Corporation and Alfred Sipper.

4.5 Stock Option Agreement dated as of November 8, 1995 between the
Corporation and William Swedelson.

4.6 Stock Option Agreement dated as of November 8, 1995 between the
Corporation and Bruce Logan.

4.7 Stock Option Agreement dated as of November 8, 1995 between the
Corporation and Hartley Bernstein.

4.8 Stock Option Agreement dated as of November 8, 1995 between the
Corporation and Khosrow Foroughi.

4.9 Stock Option Agreement dated as of November 8, 1995 between the
Corporation and Hyacinth Steer.

4.10 Stock Option Agreement dated as of May 24, 1996 between the
Corporation and James Sabo.

4.11 Stock Option Agreement dated as of May 24, 1996 between the
Corporation and Robert Hodson.

4.12 Stock Option Agreement dated as of May 24, 1996 between the
Corporation and Mitch

<PAGE>

Lefkowitz.

4.13 Stock Option Agreement dated as of May 24, 1996 between the
Corporation and Jesus Cardona.

4.14 Stock Option Agreement dated as of May 24, 1996 between the
Corporation and Michael Hoare.

4.15 Stock Option Agreement dated as of April 25, 1996 between the
Corporation and Mel Feldman.

4.16 Stock Option Agreement dated as of April 25, 1996 between the
Corporation and Aaron German.

4.17 Stock Option Agreement dated as of April 25, 1996 between the
Corporation and Walter Miller.

5.0 Opinion of Bernstein & Wasserman, LLP.

24.1 Consent of Mortenson & Associates, P.C.

Item 9. Undertakings

A. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, the paragraphs (1)(i) and (1)(ii) do not apply if the
information is required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in the registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time be deemed to be the initial bona
fide offering thereof; and;

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

<PAGE>

B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in item 6, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable, In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding, is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

<PAGE>
SIGNATURES

Pursuant to the requirement of the Securities Act of 1933, as amended, the
Registrant, certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Brooklyn, New York, on the 29th day of May, 1996.

BEV-TYME, INC.

By: /s/ Robert Sipper
-------------------------
Robert Sipper
President, Chief Executive Officer
and Director

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert Sipper his true and lawful
attorney-in-fact and agent, for him and his name, place and stead, in any and
all capacities, to sign any and all amendments to this registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and to make
any and all state securities law or blue sky filings, granting unto said
attorney-in-fact and agent, to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendments thereto has been signed below by the
following persons in the capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----

/s/Robert Sipper President, Chief Executive May 29, 1996
- ------------------------ Officer and Director
Robert Sipper

/s/Hartley T. Bernstein Director May 29, 1996
- ------------------------
Hartley T. Bernstein

/s/Alfred Sipper Director May 29, 1996
- ------------------------
Alfred Sipper

Director May 29, 1996
- ------------------------
Bruce Logan

<PAGE>

BEV-TYME, INC.

EXHIBITS

REGISTRATION STATEMENT ON FORM S-8

<PAGE>

INDEX TO EXHIBITS

Exhibit
No. Document

4.1 Restated Certificate of Incorporation of the Corporation
(Incorporated by reference to Corporation's Registration
Statement on Form SB-2 Registration No. 33-87458)

4.2 By-Laws of the Corporation (Incorporated by reference to
Corporation's Registration Statement on Form SB-2
Registration No. 33-87458).

4.3 Stock Option Agreement dated as of November 8, 1995 between
the Corporation and Robert J. Sipper.

4.4 Stock Option Agreement dated as of November 8, 1995 between
the Corporation and Alfred Sipper.

4.5 Stock Option Agreement dated as of November 8, 1995 between
the Corporation and William Swedelson.

4.6 Stock Option Agreement dated as of November 8, 1995 between
the Corporation and Bruce Logan.

4.7 Stock Option Agreement dated as of November 8, 1995 between
the Corporation and Hartley Bernstein.

4.8 Stock Option Agreement dated as of November 8, 1995 between
the Corporation and Khosrow Foroughi.

4.9 Stock Option Agreement dated as of November 8, 1995 between the
Corporation and Hyacinth Steer.

4.10 Stock Option Agreement dated as of May 24, 1996 between the
Corporation and James Sabo.

4.11 Stock Option Agreement dated as of May 24, 1996 between the
Corporation and Robert Hodson.

4.12 Stock Option Agreement dated as of May 24, 1996 between the
Corporation and Mitch Lefkowitz.

4.13 Stock Option Agreement dated as of May 24, 1996 between the
Corporation and Jesus Cardona.

4.14 Stock Option Agreement dated as of May 24, 1996 between the
Corporation and Michael Hoare.

4.15 Stock Option Agreement dated as of April 25, 1996 between the
Corporation and Mel Feldman.

4.16 Stock Option Agreement dated as of April 25, 1996 between the
Corporation and Aaron German.

<PAGE>

4.17 Stock Option Agreement dated as of April 25, 1996 between the
Corporation and Walter Miller.

5.0 Opinion of Bernstein & Wasserman, LLP.

24.1 Consent of Mortenson & Associates, P.C.

FORM OF STOCK OPTION AGREEMENT

THIS AGREEMENT dated as of the 8th day of November, 1995, (the "Grant
Date") is made and entered into by and between New Day Beverage, Inc., a
Delaware corporation with its principal offices located at 134 Morgan Avenue,
Brooklyn, New York (the "Company"), and Robert J. Sipper (the "Optionee").

W I T N E S S E T H:

WHEREAS, the Board of Directors of the Company has approved the granting to
the Optionee of the option to purchase certain shares of the Company's Series C
Convertible Preferred Stock, par value $.0001 per share (" Series C Preferred
Stock"); and

WHEREAS, the Optionee desires to accept the grant of such option, subject
to the terms and conditions of this Agreement.

NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

Section 1. Grant of Option. Subject to the provisions of this Agreement,
the Company hereby grants to the Optionee an option (the "Option") to purchase
from the Company at any time during the period commencing on the date hereof
through and including November 30, 2000 (the "Termination Date") Seventy Five
Thousand (75,000) shares of Series C Preferred Stock (the "Option Shares") at an
exercise price of $2.00 per share (the "Exercise Price").

Section 2. Termination of Options. To the extent not exercised, the
Option shall terminate on the Termination Date or thirty days following the date
on which the Optionee is no longer employed by the Company (or a subsidiary
thereof), whichever is sooner.

Section 3. Corporate Events. In the event of a proposed liquidation of
the Company, a

proposed sale of all or substantially all of its assets or its Common Stock, a
proposed merger or consolidation, or a proposed separation or reorganization,
the Board of Directors may declare that the Option shall terminate as of a date
to be fixed by the Board of Directors; provided however, that not less than
thirty (30) days preceding the date of such termination, the Optionee may
exercise the Option in whole or in part. However, nothing set forth herein
shall (i) extend the term set for purchasing the Option Shares or (ii) give the
Optionee any rights or privileges as a stockholder of the Company prior to
Optionee's exercise of any of the Option Shares.

Section 4. Exercise of Option. The Option may be exercised in whole or
in part in accordance with the provisions of this Agreement by the Optionee's
tendering the Exercise Price (or a proportionate part thereof if the Option is
partially exercised) in immediately available funds or other consideration
reasonably acceptable to the Board of Directors of the Company. The Company
shall cooperate to the extent reasonably possible with the Optionee in an
exercise pursuant to which all or part of the Optionee Shares will be sold

simultaneously with the exercise of this Option with the broker-dealer
participating in such sale being irrevocably instructed to remit the proceeds
from the exercise of the Option to the Company upon settlement of the sale of
the underlying Option Shares.

The Optionee may exercise part or all of the Option by tender to the
Company of a written notice of exercise together with advice of the delivery of
an order to a broker to sell part or all of the Option Shares, subject to such
exercise notice and an irrevocable order to such broker to deliver to the
Company (or its transfer agent) sufficient proceeds from the sale of such Option
Shares to pay the exercise price and any withholding taxes. All documentation
and procedures to be followed in connection with such a "cashless exercise"
shall be approved in

advance by the Company, which approval shall be expeditiously provided and not
unreasonably withheld.

Section 5. Shares Certificates. Upon receipt of payment in full of the
Exercise Price, and after taking such steps as it deems necessary to satisfy any
withholding tax obligations imposed upon it by any level of government, the
Company will cause one or more stock certificates evidencing the Optionee's
ownership of the Option Shares so purchased by the Optionee to be issued to the
Optionee.

Section 6. Restrictions. The Option and the Option Shares have not been
registered under the Securities Act of 1933, as amended (the "Act"). Optionees
understands that, unless registered with the Securities and Exchange Commission
for sale to the public, all Option Shares acquired upon the exercise of the
Option shall be "restricted securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the Option Shares shall
bear an appropriate legend restricting their transfer. Such Option Shares
cannot be sold, transferred, assigned or otherwise hypothecated without
registration under the Act or unless a valid exemption from registration is then
available under applicable federal and state securities laws and the Optionee
has furnished the Company with an opinion of counsel satisfactory in form and
substance to the Company's counsel that such registration is not required.

Section 7. Default of Optionee. Should the Optionee at any time breach
any provision of this Agreement, the Option granted hereunder shall be null and
void. The provision shall be in addition and not in lieu of any other remedies
which the Company may have at law and/or in equity.

Section 8. Share Adjustments. If there is any change in the number of
shares of

Common Stock on account of the declaration of stock dividends, recapitalization
resulting in stock splits, or combinations or exchanges of shares of Common
Stock, or otherwise, the number of Option Shares available for purchase by the
exercise of the Option, and the Exercise Price, shall be proportionately

adjusted by the Company.

Section 9. Miscellaneous Provisions.

(a) Notices. Unless otherwise specifically provided herein, all notices to
be given hereunder shall be in writing and sent to the parties by certified
mail, return receipt requested, which shall be addressed to each party's
respective address, as set forth in the first paragraph of this Agreement, or to
such other address as such party shall give to the other party hereto by a
notice given in accordance with this Section and, except as otherwise provided
in this Agreement, shall be effective when deposited in the United States mail
properly addressed and postage prepaid. If such notice is sent other than by
the United States mail, such notice shall be effective when actually received by
the party being noticed.

(b) Assignment. This Agreement and the rights granted hereunder may not be
assigned in whole or in part by Optionee except by will or the laws of descent
and distribution, and the Option is exercisable during Optionee's lifetime only
by the Optionee. This Agreement may be assigned by the Company without the
consent of the Optionee.

(c) Further Assurances. Both parties hereto shall execute and deliver such
other instruments and do such other acts as may be necessary to carry out the
intent and purposes of this Agreement.

(d) Gender. Whenever the context may require, any pronouns used herein
shall include the corresponding masculine, feminine or neuter forms and the
singular form of nouns and

pronouns shall include the plural and vice versa.

(e) Captions. The captions contained in this Agreement are inserted only
as a matter of convenience and in no way define, limit, extend or prescribe the
scope of this Agreement or the intent of any of the provisions hereof.

(f) Completeness and Modification. This Agreement constitutes the entire
understanding between the parties hereto superseding all prior and
contemporaneous agreements or understandings among the parties hereto concerning
the grant of stock options to the Optionee. This Agreement shall not
terminated, except in accordance with its terms, or amended in writing executed
by all of the parties hereto.

(g) Waiver. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.

(h) Severability. The invalidity or enforceability, in whole or in part,
of any covenant, promise or undertaking, or any section, subsection, paragraph,
sentence, clause phrase or word or of any provision of this Agreement shall not
affect the validity or enforceability of the remaining portions thereof.

(i) Construction. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

(j) Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the heirs, successors, estate and personal representatives of the
Optionee and upon the successors and assigns of the Company.

(k) Litigation-Attorney' Fees. In connection with any litigation arising
out of the enforcement of this Agreement or for its interpretation, the
prevailing party shall be entitled to

recover its costs, including reasonable attorneys' fees, at the trial and all
appellate levels form the other party hereto, who was an adverse party to such
litigation.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth in the first paragraph of this Agreement above.

NEW DAY BEVERAGE, INC.

BY: /s/ Robert J. Sipper
-------------------------
Robert J. Sipper
President

/s/Robert J. Sipper
-------------------------
Robert J. Sipper

FORM OF STOCK OPTION AGREEMENT

W I T N E S S E T H:

WHEREAS, the Optionee desires to accept the grant of such option, subject
to the terms and conditions of this Agreement.

NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

Section 3. Corporate Events. In the event of a proposed liquidation of
the Company, a proposed sale of all or substantially all of its assets or its
Common Stock, a proposed merger or

consolidation, or a proposed separation or reorganization, the Board of
Directors may declare that the Option shall terminate as of a date to be fixed
by the Board of Directors; provided however, that not less than thirty (30) days
preceding the date of such termination, the Optionee may exercise the Option in
whole or in part. However, nothing set forth herein shall (i) extend the term
set for purchasing the Option Shares or (ii) give the Optionee any rights or
privileges as a stockholder of the Company prior to Optionee's exercise of any
of the Option Shares.

withheld.

Section 8. Share Adjustments. If there is any change in the number of
shares of Common Stock on account of the declaration of stock dividends,
recapitalization resulting in

stock splits, or combinations or exchanges of shares of Common Stock, or
otherwise, the number of Option Shares available for purchase by the exercise of
the Option, and the Exercise Price, shall be proportionately adjusted by the
Company.

Section 9. Miscellaneous Provisions.

(c) Further Assurances. Both parties hereto shall execute and deliver such
other instruments and do such other acts as may be necessary to carry out the
intent and purposes of this Agreement.

(d) Gender. Whenever the context may require, any pronouns used herein
shall include the corresponding masculine, feminine or neuter forms and the
singular form of nouns and pronouns shall include the plural and vice versa.

(g) Waiver. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.

(i) Construction. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

(k) Litigation-Attorney' Fees. In connection with any litigation arising
out of the enforcement of this Agreement or for its interpretation, the
prevailing party shall be entitled to

recover its costs, including reasonable attorneys' fees, at the trial and all
appellate levels form the other party hereto, who was an adverse party to such
litigation.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth in the first paragraph of this Agreement above.

NEW DAY BEVERAGE, INC.

BY: /s/Robert Sipper
-------------------------
Robert Sipper
President

/s/ Alfred Sipper
-------------------------
Alfred Sipper

FORM OF STOCK OPTION AGREEMENT

W I T N E S S E T H:

WHEREAS, the Optionee desires to accept the grant of such option, subject
to the terms and conditions of this Agreement.

NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

Section 3. Corporate Events. In the event of a proposed liquidation of
the Company, a proposed sale of all or substantially all of its assets or its
Common Stock, a proposed merger or

exercise pursuant to which all or part of the Optionee Shares will be sold
simultaneously with the exercise of this Option with the broker-dealer
participating in such sale being irrevocably instructed to remit the proceeds
from the exercise of the Option to the Company upon settlement of the sale of
the underlying Option Shares.

withheld.

Section 8. Share Adjustments. If there is any change in the number of
shares of Common Stock on account of the declaration of stock dividends,
recapitalization resulting in

stock splits, or combinations or exchanges of shares of Common Stock, or
otherwise, the number of Option Shares available for purchase by the exercise of

the Option, and the Exercise Price, shall be proportionately adjusted by the
Company.

Section 9. Miscellaneous Provisions.

(c) Further Assurances. Both parties hereto shall execute and deliver such
other instruments and do such other acts as may be necessary to carry out the
intent and purposes of this Agreement.

(g) Waiver. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.

(i) Construction. This Agreement shall be governed by and construed in

accordance with the laws of the State of Florida.

(k) Litigation-Attorney' Fees. In connection with any litigation arising
out of the enforcement of this Agreement or for its interpretation, the
prevailing party shall be entitled to

recover its costs, including reasonable attorneys' fees, at the trial and all
appellate levels form the other party hereto, who was an adverse party to such
litigation.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth in the first paragraph of this Agreement above.

NEW DAY BEVERAGE, INC.

BY: /s/Robert Sipper
-------------------------
Robert Sipper
President

/s/ William Swedelson
-------------------------
William Swedelson

FORM OF STOCK OPTION AGREEMENT

W I T N E S S E T H:

WHEREAS, the Optionee desires to accept the grant of such option, subject
to the terms and conditions of this Agreement.

NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

Section 3. Corporate Events. In the event of a proposed liquidation of
the Company, a proposed sale of all or substantially all of its assets or its
Common Stock, a proposed merger

or consolidation, or a proposed separation or reorganization, the Board of
Directors may declare that the Option shall terminate as of a date to be fixed
by the Board of Directors; provided however, that not less than thirty (30) days
preceding the date of such termination, the Optionee may exercise the Option in
whole or in part. However, nothing set forth herein shall (i) extend the term
set for purchasing the Option Shares or (ii) give the Optionee any rights or
privileges as a stockholder of the Company prior to Optionee's exercise of any
of the Option Shares.

withheld.

Section 8. Share Adjustments. If there is any change in the number of
shares of Common Stock on account of the declaration of stock dividends,
recapitalization resulting in

Company.

Section 9. Miscellaneous Provisions.

(c) Further Assurances. Both parties hereto shall execute and deliver such
other instruments and do such other acts as may be necessary to carry out the
intent and purposes of this Agreement.

(g) Waiver. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.

(i) Construction. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

(k) Litigation-Attorney' Fees. In connection with any litigation arising
out of the enforcement of this Agreement or for its interpretation, the
prevailing party shall be entitled to

recover its costs, including reasonable attorneys' fees, at the trial and all
appellate levels form the other party hereto, who was an adverse party to such
litigation.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth in the first paragraph of this Agreement above.

NEW DAY BEVERAGE, INC.

BY: /s/Robert Sipper
-------------------------
Robert Sipper
President

/s/ Bruce Logan
-------------------------
Bruce Logan

FORM OF STOCK OPTION AGREEMENT

W I T N E S S E T H:

WHEREAS, the Optionee desires to accept the grant of such option, subject
to the terms and conditions of this Agreement.

NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

Section 3. Corporate Events. In the event of a proposed liquidation of
the Company, a proposed sale of all or substantially all of its assets or its
Common Stock, a proposed merger or

consolidation, or a proposed separation or reorganization, the Board of
Directors may declare that the Option shall terminate as of a date to be fixed
by the Board of Directors; provided however, that not less than thirty (30)
days preceding the date of such termination, the Optionee may exercise the
Option in whole or in part. However, nothing set forth herein shall (i) extend
the term set for purchasing the Option Shares or (ii) give the Optionee any
rights or privileges as a stockholder of the Company prior to Optionee's
exercise of any of the Option Shares.

participating in such sale being irrevocably instructed to remit the proceeds
from the exercise of the Option to the Company upon settlement of the sale of
the underlying Option Shares.

The Optionee may exercise part or all of the Option by tender to the
Company of a written notice of exercise together with advice of the delivery of
an order to a broker to sell part or all of the Option Shares, subject to such
exercise notice and an irrevocable order to such broker to deliver to the
Company (or its transfer agent) sufficient proceeds from the sale of such
Option Shares to pay the exercise price and any withholding taxes. All
documentation and procedures to be followed in connection with such a "cashless
exercise" shall be approved in advance by the Company, which approval shall be
expeditiously provided and not unreasonably

withheld.

Section 5. Shares Certificates. Upon receipt of payment in full of the
Exercise Price, and after taking such steps as it deems necessary to satisfy
any withholding tax obligations imposed upon it by any level of government, the
Company will cause one or more stock certificates evidencing the Optionee's
ownership of the Option Shares so purchased by the Optionee to be issued to the
Optionee.

Section 6. Restrictions. The Option and the Option Shares have not been
registered under the Securities Act of 1933, as amended (the "Act"). Optionees
understands that, unless registered with the Securities and Exchange Commission
for sale to the public, all Option Shares acquired upon the exercise of the
Option shall be "restricted securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the Option Shares
shall bear an appropriate legend restricting their transfer. Such Option
Shares cannot be sold, transferred, assigned or otherwise hypothecated without
registration under the Act or unless a valid exemption from registration is
then available under applicable federal and state securities laws and the
Optionee has furnished the Company with an opinion of counsel satisfactory in
form and substance to the Company's counsel that such registration is not
required.

Section 8. Share Adjustments. If there is any change in the number of
shares of Common Stock on account of the declaration of stock dividends,
recapitalization resulting in

Section 9. Miscellaneous Provisions.

(a) Notices. Unless otherwise specifically provided herein, all notices
to be given hereunder shall be in writing and sent to the parties by certified
mail, return receipt requested, which shall be addressed to each party's
respective address, as set forth in the first paragraph of this Agreement, or
to such other address as such party shall give to the other party hereto by a
notice given in accordance with this Section and, except as otherwise provided
in this Agreement, shall be effective when deposited in the United States mail
properly addressed and postage prepaid. If such notice is sent other than by
the United States mail, such notice shall be effective when actually received
by the party being noticed.

(b) Assignment. This Agreement and the rights granted hereunder may not
be assigned in whole or in part by Optionee except by will or the laws of
descent and distribution, and the Option is exercisable during Optionee's
lifetime only by the Optionee. This Agreement may be assigned by the Company
without the consent of the Optionee.

(c) Further Assurances. Both parties hereto shall execute and deliver
such other instruments and do such other acts as may be necessary to carry out
the intent and purposes of this Agreement.

(f) Completeness and Modification. This Agreement constitutes the entire
understanding between the parties hereto superseding all prior and
contemporaneous agreements or understandings among the parties hereto
concerning the grant of stock options to the Optionee. This Agreement shall
not terminated, except in accordance with its terms, or amended in writing
executed by all of the parties hereto.

(g) Waiver. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.

(i) Construction. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

(k) Litigation-Attorney' Fees. In connection with any litigation arising
out of the enforcement of this Agreement or for its interpretation, the
prevailing party shall be entitled to

recover its costs, including reasonable attorneys' fees, at the trial and all
appellate levels form the other party hereto, who was an adverse party to such
litigation.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth in the first paragraph of this Agreement above.

NEW DAY BEVERAGE, INC.

BY: /s/Robert Sipper
-------------------------
Robert Sipper
President

/s/ Hartley Bernstein
-------------------------
Hartley Bernstein

FORM OF STOCK OPTION AGREEMENT

W I T N E S S E T H:

WHEREAS, the Optionee desires to accept the grant of such option, subject
to the terms and conditions of this Agreement.

NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

Section 3. Corporate Events. In the event of a proposed liquidation of
the Company, a proposed sale of all or substantially all of its assets or its
Common Stock, a proposed merger or

shall cooperate to the extent reasonably possible with the Optionee in an
exercise pursuant to which all or part of the Optionee Shares will be sold
simultaneously with the exercise of this Option with the broker-dealer
participating in such sale being irrevocably instructed to remit the proceeds
from the exercise of the Option to the Company upon settlement of the sale of
the underlying Option Shares.

withheld.

Section 8. Share Adjustments. If there is any change in the number of
shares of Common Stock on account of the declaration of stock dividends,
recapitalization resulting in

stock splits, or combinations or exchanges of shares of Common Stock, or
otherwise, the number of Option Shares available for purchase by the exercise of

the Option, and the Exercise Price, shall be proportionately adjusted by the
Company.

Section 9. Miscellaneous Provisions.

(c) Further Assurances. Both parties hereto shall execute and deliver such
other instruments and do such other acts as may be necessary to carry out the
intent and purposes of this Agreement.

(g) Waiver. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.

(i) Construction. This Agreement shall be governed by and construed in

accordance with the laws of the State of Florida.

(k) Litigation-Attorney' Fees. In connection with any litigation arising
out of the enforcement of this Agreement or for its interpretation, the
prevailing party shall be entitled to

recover its costs, including reasonable attorneys' fees, at the trial and all
appellate levels form the other party hereto, who was an adverse party to such
litigation.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth in the first paragraph of this Agreement above.

NEW DAY BEVERAGE, INC.

BY: /s/Robert Sipper
-------------------------
Robert Sipper
President

/s/ Khosrow Foroughi
-------------------------
Khosrow Foroughi

FORM OF STOCK OPTION AGREEMENT

W I T N E S S E T H:

WHEREAS, the Optionee desires to accept the grant of such option, subject
to the terms and conditions of this Agreement.

NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

Section 3. Corporate Events. In the event of a proposed liquidation of
the Company, a proposed sale of all or substantially all of its assets or its
Common Stock, a proposed merger or

withheld.

Section 8. Share Adjustments. If there is any change in the number of
shares of Common Stock on account of the declaration of stock dividends,
recapitalization resulting in

Company.

Section 9. Miscellaneous Provisions.

(c) Further Assurances. Both parties hereto shall execute and deliver such
other instruments and do such other acts as may be necessary to carry out the
intent and purposes of this Agreement.

(g) Waiver. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.

(i) Construction. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

(k) Litigation-Attorney' Fees. In connection with any litigation arising
out of the enforcement of this Agreement or for its interpretation, the
prevailing party shall be entitled to

recover its costs, including reasonable attorneys' fees, at the trial and all
appellate levels form the other party hereto, who was an adverse party to such
litigation.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth in the first paragraph of this Agreement above.

NEW DAY BEVERAGE, INC.

BY: /s/Robert Sipper
-------------------------
Robert Sipper
President

/s/ Hyacinth Steer
-------------------------
Hyacinth Steer

STOCK OPTION AGREEMENT

THIS AGREEMENT dated as of the 24th day of May, 1996, (the "Grant Date") is
made and entered into by and between Bev-Tyme, Inc., a Delaware corporation
with its principal offices located at 134 Morgan Avenue, Brooklyn, New York
(the "Company"), and James Sabo (the "Optionee"), an individual residing at
35-11 29th Street, Long Island City, NY 11106.

W I T N E S S E T H:

WHEREAS, the Optionee desires to accept the grant of such option, subject
to the terms and conditions of this Agreement.

NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

Section 1. Grant of Option. Subject to the provisions of this Agreement,
the Company hereby grants to the Optionee an option (the "Option") to purchase
from the Company at any time during the period commencing on the date hereof
through and including May 24, 2001 (the "Termination Date") (unless terminated
prior to such date pursuant to Section 2 below), Ten Thousand (10,000) shares of
Series C Preferred Stock (the "Option Shares") at an exercise price of $2.00 per
share (the "Exercise Price").

Section 2. Termination of Options. To the extent not exercised, the
Option shall terminate either on the Termination Date or, in the event that the
Optionholder ceases to be employed by the Company, for any reason whatsoever,
then this Option Agreement shall

terminate 90 days following the date of such termination, or resignation, as the
case may be, and the Optionholder shall have no further rights under this Option
Agreement.

Section 3. Corporate Events. In the event of a proposed liquidation of
the Company, a proposed sale of all or substantially all of its assets or its
Common Stock, a proposed merger or consolidation, or a proposed separation or
reorganization, the Board of Directors may declare that the Option shall
terminate as of a date to be fixed by the Board of Directors; provided however,
that not less than thirty (30) days preceding the date of such termination, the
Optionee may exercise the Option in whole or in part. However, nothing set
forth herein shall (i) extend the term set for purchasing the Option Shares or
(ii) give the Optionee any rights or privileges as a stockholder of the Company
prior to Optionee's exercise of any of the Option Shares.

Section 4. Exercise of Option. The Option may be exercised in whole or
in part in accordance with the provisions of this Agreement by the Optionee's

tendering the Exercise Price (or a proportionate part thereof if the Option is
partially exercised) in immediately available funds or other consideration
reasonably acceptable to the Board of Directors of the Company. The Company
shall cooperate to the extent reasonably possible with the Optionee in an
exercise pursuant to which all or part of the Optionee Shares will be sold
simultaneously with the exercise of this Option with the broker-dealer
participating in such sale being irrevocably instructed to remit the proceeds
from the exercise of the Option to the Company upon settlement of the sale of
the underlying Option Shares.

broker to deliver to the Company (or its transfer agent) sufficient proceeds
from the sale of such Option Shares to pay the exercise price and any
withholding taxes. All documentation and procedures to be followed in
connection with such a "cashless exercise" shall be approved in advance by the
Company, which approval shall be expeditiously provided and not unreasonably
withheld.

Section 6. Restrictions. The Option and the Option Shares have not been
registered under the Securities Act of 1933, as amended (the "Act"). Optionee
understands that, unless registered with the Securities and Exchange Commission
for sale to the public, all Option Shares acquired upon the exercise of the
Option shall be "restricted securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the Option Shares shall
bear an appropriate legend restricting their transfer. Such Option Shares
cannot be sold, transferred, assigned or otherwise hypothecated without
registration under the Act or unless a valid exemption from registration is then
available under applicable federal and state securities laws and the Optionee
has furnished the Company with an opinion of counsel satisfactory in form and
substance to the Company's counsel that such registration is not required.

Section 7. Default of Optionee. Should the Optionee at any time breach
any provision of this Agreement, the Option granted hereunder shall be null and
void. The provision shall be in

addition and not in lieu of any other remedies which the Company may have at law
and/or in equity.

Section 8. Share Adjustments. If there is any change in the number of
shares of Common Stock on account of the declaration of stock dividends,
recapitalization resulting in stock splits, or combinations or exchanges of
shares of Common Stock, or otherwise, the number of Option Shares available for
purchase by the exercise of the Option, and the Exercise Price, shall be
proportionately adjusted by the Company.

Section 9. Miscellaneous Provisions.

(c) Further Assurances. Both parties hereto shall execute and deliver such
other instruments and do such other acts as may be necessary to carry out the
intent and purposes of this Agreement.

(g) Waiver. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.

(h) Severability. The invalidity or enforceability, in whole or in part,
of any covenant, promise or undertaking, or any section, subsection, paragraph,

sentence, clause phrase or word or of any provision of this Agreement shall not
affect the validity or enforceability of the remaining portions thereof.

(i) Construction. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

(k) Litigation-Attorney' Fees. In connection with any litigation arising
out of the enforcement of this Agreement or for its interpretation, the
prevailing party shall be entitled to recover its costs, including reasonable
attorneys' fees, at the trial and all appellate levels form the other party
hereto, who was an adverse party to such litigation.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth in the first paragraph of this Agreement above.

BEV-TYME, INC.

BY: /s/Robert Sipper
-------------------------
Robert Sipper
President

STOCK OPTION AGREEMENT

THIS AGREEMENT dated as of the 24th day of May, 1996, (the "Grant Date") is
made and entered into by and between Bev-Tyme, Inc., a Delaware corporation with
its principal offices located at 134 Morgan Avenue, Brooklyn, New York (the
"Company"), and Robert Hodson (the "Optionee"), an individual residing at 35-11
29th Street, Long Island City, NY 11106.

W I T N E S S E T H:

WHEREAS, the Optionee desires to accept the grant of such option, subject
to the terms and conditions of this Agreement.

NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

Section 1. Grant of Option. Subject to the provisions of this Agreement,
the Company hereby grants to the Optionee an option (the "Option") to purchase
from the Company at any time during the period commencing on the date hereof
through and including May 24, 2001 (the "Termination Date") (unless terminated
prior to such date pursuant to Section 2 below), Ten Thousand (10,000) shares of
Series C Preferred Stock (the "Option Shares") at an exercise price of $2.00 per
share (the "Exercise Price").

terminate 90 days following the date of such termination, or resignation, as the
case may be, and the Optionholder shall have no further rights under this Option
Agreement.

partially exercised) in immediately available funds or other consideration
reasonably acceptable to the Board of Directors of the Company. The Company
shall cooperate to the extent reasonably possible with the Optionee in an
exercise pursuant to which all or part of the Optionee Shares will be sold
simultaneously with the exercise of this Option with the broker-dealer
participating in such sale being irrevocably instructed to remit the proceeds
from the exercise of the Option to the Company upon settlement of the sale of
the underlying Option Shares.

Section 7. Default of Optionee. Should the Optionee at any time breach
any provision of this Agreement, the Option granted hereunder shall be null and
void. The provision shall be in

addition and not in lieu of any other remedies which the Company may have at law
and/or in equity.

Section 8. Share Adjustments. If there is any change in the number of
shares of Common Stock on account of the declaration of stock dividends,

recapitalization resulting in stock splits, or combinations or exchanges of
shares of Common Stock, or otherwise, the number of Option Shares available for
purchase by the exercise of the Option, and the Exercise Price, shall be
proportionately adjusted by the Company.

Section 9. Miscellaneous Provisions.

(c) Further Assurances. Both parties hereto shall execute and deliver such
other instruments and do such other acts as may be necessary to carry out the
intent and purposes of this Agreement.

(g) Waiver. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.

(i) Construction. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth in the first paragraph of this Agreement above.

BEV- TYME, INC.

BY: /s/Robert Sipper
-------------------------
Robert Sipper
President

STOCK OPTION AGREEMENT

THIS AGREEMENT dated as of the 24th day of May, 1996, (the "Grant Date") is
made and entered into by and between Bev-Tyme, Inc., a Delaware corporation
with its principal offices located at 134 Morgan Avenue, Brooklyn, New York
(the "Company"), and Mitchell Lefkowitz (the "Optionee"), an individual
residing at 245-40 62nd Avenue, Douglaston, NY 11362.

W I T N E S S E T H:

WHEREAS, the Optionee desires to accept the grant of such option, subject
to the terms and conditions of this Agreement.

NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

Section 1. Grant of Option. Subject to the provisions of this Agreement,
the Company hereby grants to the Optionee an option (the "Option") to purchase
from the Company at any time during the period commencing on the date hereof
through and including May 24, 2001 (the "Termination Date") (unless terminated
prior to such date pursuant to Section 2 below), Ten Thousand (10,000) shares of
Series C Preferred Stock (the "Option Shares") at an exercise price of $2.00 per
share (the "Exercise Price").

terminate 90 days following the date of such termination, or resignation, as the
case may be, and the Optionholder shall have no further rights under this Option
Agreement.

Section 7. Default of Optionee. Should the Optionee at any time breach
any provision of this Agreement, the Option granted hereunder shall be null and
void. The provision shall be in

addition and not in lieu of any other remedies which the Company may have at law
and/or in equity.

Section 8. Share Adjustments. If there is any change in the number of
shares of Common Stock on account of the declaration of stock dividends,

Section 9. Miscellaneous Provisions.

(c) Further Assurances. Both parties hereto shall execute and deliver such
other instruments and do such other acts as may be necessary to carry out the
intent and purposes of this Agreement.

(g) Waiver. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.

(i) Construction. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth in the first paragraph of this Agreement above.

BEV-TYME, INC.

BY: /s/Robert Sipper
-------------------------
Robert Sipper
President

STOCK OPTION AGREEMENT

THIS AGREEMENT dated as of the 24th day of May, 1996, (the "Grant Date") is
made and entered into by and between Bev-Tyme, Inc., a Delaware corporation
with its principal offices located at 134 Morgan Avenue, Brooklyn, New York
(the "Company"), and Jesus Cardona (the "Optionee"), an individual residing at
2698 Bailey Avenue, Apt. D11, Bronx, NY 10463.

W I T N E S S E T H:

WHEREAS, the Board of Directors of the Company has approved the granting
to the Optionee of the option to purchase certain shares of the Company's
Series C Convertible Preferred Stock, par value $.0001 per share (" Series C
Preferred Stock"); and

WHEREAS, the Optionee desires to accept the grant of such option, subject
to the terms and conditions of this Agreement.

NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

Section 1. Grant of Option. Subject to the provisions of this Agreement,
the Company hereby grants to the Optionee an option (the "Option") to purchase
from the Company at any time during the period commencing on the date hereof
through and including May 24, 2001 (the "Termination Date") (unless terminated
prior to such date pursuant to Section 2 below), Ten Thousand (10,000) shares of
Series C Preferred Stock (the "Option Shares") at an exercise price of $2.00 per
share (the "Exercise Price").

terminate 90 days following the date of such termination, or resignation, as
the case may be, and the Optionholder shall have no further rights under this
Option Agreement.

Section 5. Shares Certificates. Upon receipt of payment in full of the
Exercise Price, and after taking such steps as it deems necessary to satisfy
any withholding tax obligations imposed upon it by any level of government, the
Company will cause one or more stock certificates evidencing the Optionee's
ownership of the Option Shares so purchased by the Optionee to be issued to the
Optionee.

Section 6. Restrictions. The Option and the Option Shares have not been
registered under the Securities Act of 1933, as amended (the "Act"). Optionee
understands that, unless registered with the Securities and Exchange Commission
for sale to the public, all Option Shares acquired upon the exercise of the
Option shall be "restricted securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the Option Shares
shall bear an appropriate legend restricting their transfer. Such Option
Shares cannot be sold, transferred, assigned or otherwise hypothecated without
registration under the Act or unless a valid exemption from registration is
then available under applicable federal and state securities laws and the
Optionee has furnished the Company with an opinion of counsel satisfactory in
form and substance to the Company's counsel that such registration is not
required.

Section 7. Default of Optionee. Should the Optionee at any time breach
any provision of this Agreement, the Option granted hereunder shall be null and
void. The provision shall be in

addition and not in lieu of any other remedies which the Company may have at
law and/or in equity.

Section 8. Share Adjustments. If there is any change in the number of

shares of Common Stock on account of the declaration of stock dividends,
recapitalization resulting in stock splits, or combinations or exchanges of
shares of Common Stock, or otherwise, the number of Option Shares available for
purchase by the exercise of the Option, and the Exercise Price, shall be
proportionately adjusted by the Company.

Section 9. Miscellaneous Provisions.

(a) Notices. Unless otherwise specifically provided herein, all notices
to be given hereunder shall be in writing and sent to the parties by certified
mail, return receipt requested, which shall be addressed to each party's
respective address, as set forth in the first paragraph of this Agreement, or
to such other address as such party shall give to the other party hereto by a
notice given in accordance with this Section and, except as otherwise provided
in this Agreement, shall be effective when deposited in the United States mail
properly addressed and postage prepaid. If such notice is sent other than by
the United States mail, such notice shall be effective when actually received
by the party being noticed.

(b) Assignment. This Agreement and the rights granted hereunder may not
be assigned in whole or in part by Optionee except by will or the laws of
descent and distribution, and the Option is exercisable during Optionee's
lifetime only by the Optionee. This Agreement may be assigned by the Company
without the consent of the Optionee.

(c) Further Assurances. Both parties hereto shall execute and deliver
such other instruments and do such other acts as may be necessary to carry out
the intent and purposes of this Agreement.

(f) Completeness and Modification. This Agreement constitutes the entire
understanding between the parties hereto superseding all prior and
contemporaneous agreements or understandings among the parties hereto
concerning the grant of stock options to the Optionee. This Agreement shall
not terminated, except in accordance with its terms, or amended in writing
executed by all of the parties hereto.

(g) Waiver. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.

(i) Construction. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth in the first paragraph of this Agreement above.

BEV-TYME, INC.

BY: /s/Robert Sipper
--------------------------
Robert Sipper
President

STOCK OPTION AGREEMENT

THIS AGREEMENT dated as of the 24th day of May, 1996, (the "Grant Date") is
made and entered into by and between Bev-Tyme, Inc., a Delaware corporation with
its principal offices located at 134 Morgan Avenue, Brooklyn, New York (the
"Company"), and Michael Hoare (the "Optionee"), an individual residing at
Rivermere, Alger Court, Apt. 1E, Bronxville, NY 10708.

W I T N E S S E T H:

WHEREAS, the Optionee desires to accept the grant of such option, subject
to the terms and conditions of this Agreement.

NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

Section 1. Grant of Option. Subject to the provisions of this Agreement,
the Company hereby grants to the Optionee an option (the "Option") to purchase
from the Company at any time during the period commencing on the date hereof
through and including May 24, 2001 (the "Termination Date") (unless terminated
prior to such date pursuant to Section 2 below), Ten Thousand (10,000) shares of
Series C Preferred Stock (the "Option Shares") at an exercise price of $2.00 per
share (the "Exercise Price").

terminate 90 days following the date of such termination, or resignation, as the
case may be, and the Optionholder shall have no further rights under this Option
Agreement.

reasonably acceptable to the Board of Directors of the Company. The Company
shall cooperate to the extent reasonably possible with the Optionee in an
exercise pursuant to which all or part of the Optionee Shares will be sold
simultaneously with the exercise of this Option with the broker-dealer
participating in such sale being irrevocably instructed to remit the proceeds
from the exercise of the Option to the Company upon settlement of the sale of
the underlying Option Shares.

Section 7. Default of Optionee. Should the Optionee at any time breach
any provision of this Agreement, the Option granted hereunder shall be null and
void. The provision shall be in

addition and not in lieu of any other remedies which the Company may have at law
and/or in equity.

shares of Common Stock, or otherwise, the number of Option Shares available for
purchase by the exercise of the Option, and the Exercise Price, shall be
proportionately adjusted by the Company.

Section 9. Miscellaneous Provisions.

(c) Further Assurances. Both parties hereto shall execute and deliver such
other instruments and do such other acts as may be necessary to carry out the
intent and purposes of this Agreement.

(g) Waiver. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.

(i) Construction. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth in the first paragraph of this Agreement above.

BEV-TYME, INC.

BY: /s/Robert Sipper
-------------------------
Robert Sipper
President

STOCK OPTION AGREEMENT

THIS AGREEMENT dated as of the 25th day of April, 1996, (the "Grant Date")
is made and entered into by and between Bev-Tyme, Inc., a Delaware corporation
with its principal offices located at 134 Morgan Avenue, Brooklyn, New York
(the "Company"), and Mel Feldman (the "Optionee").

W I T N E S S E T H:

WHEREAS, the Optionee desires to accept the grant of such option, subject
to the terms and conditions of this Agreement.

NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

Section 1. Grant of Option; Vesting. Subject to the provisions of this
Agreement, the Company hereby grants to the Optionee an option (the "Option") to
purchase from the Company a total of One Hundred Thousand (100,000) shares of
the Company's Series C Preferred Stock (the "Option Shares") at an exercise
price of $1.50 per share (the "Exercise Price"). During the eighteen (18) month
period commencing on July 1, 1996, one sixth of the Initial Option Shares (or
16,666 shares) shall vest in the optionee on the first day of each calendar
quarter, the final vesting date to be October 1, 1997. Optionee agrees to use
its best efforts to sell the Option Shares in a timely manner at the best price
and on the best terms available to Optionee. The Company agrees to use its best
efforts to register for sale to the public the Option Shares with the

Securities and Exchange Commission.

Section 2. Termination of Options. To the extent not exercised, the
Option shall terminate on July 1, 2000 (the "Termination Date").

Section 3. Corporate Events. In the event of a proposed liquidation of
the Company, a proposed sale of all or substantially all of its assets or its
Common Stock, a proposed merger or consolidation, or a proposed separation or
reorganization, the Board of Directors may declare that the Option shall
terminate as of a date to be fixed by the Board of Directors; provided however,
that not less than thirty (30) days preceding the date of such termination, the
Optionee may exercise the Option in whole or in part and the Company represents
that such Options shall be exercisable. However, nothing set forth herein shall
(i) extend the term set for purchasing the Option Shares or (ii) give the
Optionee any rights or privileges as a stockholder of the Company prior to
Optionee's exercise of any of the Option Shares.

Section 4. Exercise of Option. The Option may be exercised in whole or
in part in accordance with the provisions of this Agreement by the Optionee's

The Optionee may exercise part or all of the Option by tender to the
Company of a written notice of exercise together with advice of the delivery of
an order to a broker to sell part

or all of the Option Shares, subject to such exercise notice and an irrevocable
order to such broker to deliver to the Company (or its transfer agent)
sufficient proceeds from the sale of such Option Shares to pay the exercise
price and any withholding taxes. All documentation and procedures to be
followed in connection with such a "cashless exercise" shall be approved in
advance by the Company, which approval shall be expeditiously provided and not
unreasonably withheld or delayed.

Section 7. Default of Optionee. Should the Optionee at any time fail to
pay the Exercise Price in accordance with the terms of this Agreement, the
Option granted hereunder

shall be null and void. The provision shall be in addition and not in lieu of
any other remedies which the Company may have at law and/or in equity.

Section 8. Share Adjustments. If there is any change in the number of

Section 9. Miscellaneous Provisions.

(c) Further Assurances. Both parties hereto shall execute and deliver such
other instruments and do such other acts as may be necessary to carry out the
intent and purposes of this Agreement.

(g) Waiver. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.

affect the validity or enforceability of the remaining portions thereof.

(i) Construction. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth in the first paragraph of this Agreement above.

BEV-TYME, INC.

BY:
-------------------------
Robert Sipper
President

-------------------------
Mel Feldman

STOCK OPTION AGREEMENT

THIS AGREEMENT dated as of the 22nd day of April, 1996, (the "Grant Date")
is made and entered into by and between Bev-Tyme, Inc., a Delaware corporation
with its principal offices located at 134 Morgan Avenue, Brooklyn, New York
(the "Company"), and Aaron Garman (the "Optionee").

W I T N E S S E T H:

WHEREAS, the Optionee desires to accept the grant of such option, subject
to the terms and conditions of this Agreement.

NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

Securities and Exchange Commission.

Section 2. Termination of Options. To the extent not exercised, the
Option shall terminate on July 1, 2000 (the "Termination Date").

Section 3. Corporate Events. In the event of a proposed liquidation of
the Company, a proposed sale of all or substantially all of its assets or its
Common Stock, a proposed merger or consolidation, or a proposed separation or
reorganization, the Board of Directors may declare that the Option shall
terminate as of a date to be fixed by the Board of Directors; provided however,
that not less than thirty (30) days preceding the date of such termination, the
Optionee may exercise the Option in whole or in part and the Company represents
that such Options shall be exercisable. However, nothing set forth herein shall
(i) extend the term set for purchasing the Option Shares or (ii) give the
Optionee any rights or privileges as a stockholder of the Company prior to
Optionee's exercise of any of the Option Shares.

The Optionee may exercise part or all of the Option by tender to the
Company of a written notice of exercise together with advice of the delivery of
an order to a broker to sell part

Section 7. Default of Optionee. Should the Optionee at any time fail to
pay the Exercise Price in accordance with the terms of this Agreement, the
Option granted hereunder

shall be null and void. The provision shall be in addition and not in lieu of
any other remedies which the Company may have at law and/or in equity.

Section 8. Share Adjustments. If there is any change in the number of

Section 9. Miscellaneous Provisions.

(c) Further Assurances. Both parties hereto shall execute and deliver such
other instruments and do such other acts as may be necessary to carry out the
intent and purposes of this Agreement.

(g) Waiver. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.

affect the validity or enforceability of the remaining portions thereof.

(i) Construction. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth in the first paragraph of this Agreement above.

BEV-TYME, INC.

BY:
-------------------------
Robert Sipper
President

-------------------------
Aaron Garman

STOCK OPTION AGREEMENT

W I T N E S S E T H:

WHEREAS, the Optionee desires to accept the grant of such option, subject
to the terms and conditions of this Agreement.

NOW, THEREFORE, the Company and the Optionee hereby agree as follows:

Securities and Exchange Commission.

Section 2. Termination of Options. To the extent not exercised, the
Option shall terminate on July 1, 2000 (the "Termination Date").

Section 3. Corporate Events. In the event of a proposed liquidation of
the Company, a proposed sale of all or substantially all of its assets or its
Common Stock, a proposed merger or consolidation, or a proposed separation or
reorganization, the Board of Directors may declare that the Option shall
terminate as of a date to be fixed by the Board of Directors; provided however,
that not less than thirty (30) days preceding the date of such termination, the
Optionee may exercise the Option in whole or in part and the Company represents
that such Options shall be exercisable. However, nothing set forth herein shall
(i) extend the term set for purchasing the Option Shares or (ii) give the
Optionee any rights or privileges as a stockholder of the Company prior to
Optionee's exercise of any of the Option Shares.

Section 4. Exercise of Option. The Option may be exercised in whole or
in part in accordance with the provisions of this Agreement by the Optionee's

The Optionee may exercise part or all of the Option by tender to the
Company of a written notice of exercise together with advice of the delivery of
an order to a broker to sell part

Section 7. Default of Optionee. Should the Optionee at any time fail to
pay the Exercise Price in accordance with the terms of this Agreement, the
Option granted hereunder

shall be null and void. The provision shall be in addition and not in lieu of
any other remedies which the Company may have at law and/or in equity.

Section 8. Share Adjustments. If there is any change in the number of

Section 9. Miscellaneous Provisions.

(c) Further Assurances. Both parties hereto shall execute and deliver such
other instruments and do such other acts as may be necessary to carry out the
intent and purposes of this Agreement.

(g) Waiver. The waiver of a breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.

affect the validity or enforceability of the remaining portions thereof.

(i) Construction. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth in the first paragraph of this Agreement above.

BEV-TYME, INC.

BY:
-------------------------
Robert Sipper
President

-------------------------
Walter Miller

<PAGE>
[LETTERHEAD OF BERNSTEIN & WASSERMAN, LLP]

May 29, 1996

Bev-Tyme, Inc.
134 Morgan Avenue
Brooklyn, New York 11237

Ladies and Gentlemen:

We have acted as counsel for Bev-Tyme, Inc., a Delaware corporation
("Company"), in connection with a Registration Statement on Form S-8
("Registration Statement") being filed contemporaneously herewith by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), covering options to purchase an aggregate of
875,000 shares (the "Shares")of the Company's Series C Convertible Preferred
Stock, $.0001 par value ("Preferred Stock").

Of the 875,000 shares of Preferred Stock being registered herewith for
issuance upon exercise of the options, (i) options to purchase 300,000 shares of
Preferred Stock, the shares underlying same are registered herewith, were issued
by the Company pursuant to Director Compensation Agreements with Robert J.
Sipper, Alfred Sipper, Bruce Logan, Hartley Bernstein, (ii) options to purchase
a total of 50,000 shares of Preferred Stock, the shares underlying same are
registered herewith, were issued by the Company pursuant to Employment
Agreements with James Sabo, Robert Hudson, Mitch Lefkowitz, Jesus Cardona and
Michael Hoare, (iii) options to purchase a total of 425,000 shares of Preferred
Stock, the shares underlying same are registered herewith, were issued pursuant
to Employment Agreements with Mel Feldman, Aaron German, William Swedelson,
Khosrow Foroughi and Hyacinth Steer and (iv) options to purchase a total of
100,000 shares of Preferred Stock, the shares underlying same are registered
herewith, were issued pursuant to a Consulting Agreement with Walter Miller.

In that connection, we have examined the Certificate of Incorporation,
as amended, and the By-Laws of the Company, the Registration Statement,
corporate proceedings of the Company

<PAGE>
relating to the issuance of the Preferred Stock and such other instruments and
documents as we have deemed relevant under the circumstances.

In making the aforesaid examinations, we have assumed the genuineness
of all signatures and the conformity to original documents of all copies
furnished to us as original or photostatic copies. We have also assumed that the
corporate records of the Company include all corporate proceedings taken by the
Company to date.

Based upon and subject to the foregoing, we are of the opinion that the
Shares when issued in accordance with the terms of the Director Compensation
Agreements, the Employment Agreements and the Consulting Agreement will be duly
and validly authorized and issued.

We hereby consent to the use of this opinion as herein set forth as an
exhibit to the Registration Statement.

Very truly yours,

/s/ Alan N. Forman

BERNSTEIN & WASSERMAN, LLP

<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration
statement of Bev-Tyme, Inc. on Form S-8 of our report dated March 21, 1996,
[except for Note 17C as to which the date is April 11, 1996] on our audits of
the consolidated financial statements as of December 31, 1995, and for each of
the two years in the period ended December 31, 1995, which report was included
in the Annual Report on Form 10-KSB.

MORTENSON AND ASSOCIATES, P. C.
Certified Public Accountants.
Cranford, New Jersey
May 30, 1996