CAPITAL BEVERAGE CORPORATION
Capital Beverage Corporation was incorporated under the laws of the State of Delaware on December 5, 1995. In January 1996, the Company acquired from Consolidated Beverage Corporation, the right to become the exclusive distributor ("Pabst Distribution Rights") for certain beer and malt liquor products ("Pabst Products") manufactured by Pabst Brewing Company ("Pabst"). The consideration paid by the Company for the Pabst Distribution Rights was One Million Six Hundred Thousand Dollars ($1,600,000)... , payable Eight Hundred Thousand Dollars ($800,000) in cash at or prior to closing, and the balance by delivery of a series of 120 promissory notes, each in the amount of Ten Thousand Dollars ($10,000) (collectively, the "Pabst Notes"). The Pabst Notes bear interest at 9% per annum, which interest is included in the monthly $10,000 payments. If the Company defaults in payment of any of the Pabst Notes, such default may result in a re-conveyance of the Pabst Distribution Rights to Consolidated Beverage Corporation. Any such loss of the Pabst Distribution Rights may have a materially adverse effect on the Company's financial condition and results of operations.