EXHIBIT 10.5
                       AMENDMENT NO. 1 TO
                      SUBLICENSE AGREEMENT

This Amendment No. 1 to the Sublicense Agreement dated September
6, 2002 (the "Agreement") is made between GEYSER PRODUCTS, LLC
("Licensor") a Delaware limited liability company, and STAR
BEVERAGE, INC. ("Licensee"), a Nevada corporation.

WHEREAS, Licensor and Licensee desire to amend certain terms of
the Agreement.

NOW THEREFORE, THE PARTIES hereto, in consideration of the mutual
agreement hereinafter contained and promises herein expressed, do
hereby agree as follows:

1. That the last sentence of Section 9 shall be deleted so that
   Section 9 shall read as follows:

       9.  Royalties.

       All royalties ("Royalties") provided for under
       this Agreement shall accrue when the respective
       items are sold, shipped, distributed, billed or
       paid for, whichever occurs first. Royalties
       shall also be paid by the Licensee to Licensor
       on all items, even if not billed (including,
       but not limited to introductory offers,
       promotions, or distributions) to individuals or
       companies which are affiliated with, associated
       with or are subsidiaries of Licensee.

2. That Section 13 of the Agreement shall be amended in its
   entirety to read as follows:

       13.  Payments.

       All payments shall be paid quarterly within
       fifteen (15) days of the end of each calendar
       quarter.

3. That all other terms and conditions of the Agreement shall
   remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to execute this Amendment on the date
set forth below.

LICENSOR:                                    LICENSEE:

GEYSER PRODUCTS, LLC                         STAR BEVERAGE, INC.,


By: /s/                                      By: /s/
Name:  Jerry Ludeman                         Name:  Roger Mohlman
Title: Chief Executive Officer               Title: President

Date:     9/29/02                            Date:     9/29/02