EXHIBIT 10.8
Loan Agreement between Omar Barrientos and  USA Sunrise Beverages, Inc. dated
January 1, 1994


                                 LOAN AGREEMENT

Between U.S.A. Sunrise Beverages, Inc., and Omar Barrientos as an individual.

U.S.A.  Sunrise hereby agrees to accept from time to time monetary advances from
Omar Barrientos,  which shall be considered bonafide loans and not investment in
company.  It is understood  that the loans will not constitute a dilution to the
basis of shares of the company.

U.S.A.  Sunrise  Beverages,  Inc., may from time to time disburse  repayments to
Omar  Barrientos,  any and all  repayments  shall be applied to  principal  arid
interest calculated to the dates of periodic repayments or end of period. If the
company  is  issuing  payroll  payments  such  shall not count as  repayment  of
advances.

The interest rate shall be simple interest at the rate of 7% A.P.R.  computed at
360 days and calculated by the number of days between  receipts of repayment and
last principal amount.

It is understood that the loans are unsecured,  unless a provision in writing is
effected to any particular transaction.  The balance of the loan agreement shall
be  calculated  in full at the end of each  calendar  year  and a Note  for such
balance (if any) shall be given from the company to Omar  Barrientos  with a due
date not to exceed one year.

It is understood that the loan balance  amounts and interest  rates,  due dates,
etc. shall he disclosed on all financial statements of the company as an ongoing
liability,  further  it is  understood  that  the  company  will  disclose  such
liability (if any) on all of its  disclosures  for the purpose of  registrations
for any  offerings  and for the purpose of  independent  auditing  by  Certified
Public  Accountants.  For the  purpose of any  balances,  the results of balance
figures  resulting  from such  independent  audits will  prevail  over any other
records maintained by the company or by Omar Barrientos.

It is understood  that this  agreement  constitutes  an arms length  transaction
between the parties. The position of Omar Barrientos as president of the company
being incidental and not permanent as the company is pursuing to become a public
entity and Omar Barrientos  personally is not a majority  shareholder and may be
replaced as president upon vote.

Time is of the essence of this agreement.

This  agreement  does not constitute a line of credit and the company shall keep
Omar Barrientos harmless and free of any consequential liabilities or damages of
any kind  arising  in the  event of Omar  Barrientos  being  unable  to make any
advances  upon request or Omar  Barrientos  requesting  repayments  from time to
time.

    IN WITNESS  WHEREOF,  the parties  have  hereunto set their hands and seals.

U.S.A.    Sunrise Beverages, Inc.          Omar Barrientos
By: /s/ Omar Barrientos                    By: /s/ Omar Barrientos
         as its president                  Omar Barrientos, as individual









STATE OF SOUTH DAKOTA         }
                              }   SS
County of Pennington          }

On this the 1st day of  January,  1994,  before  me,  the  undersigned  officer,
personally appeared Omar Barrientos,  known to me or satisfactorily proven to be
the person whose name is subscribed to the within  instrument  and  acknowledged
that he executed the same for the purposes therein contained.

In witness whereof I hereunto set my hand and official seal.

                              /s/ Diane K. Huntley
                                  Notary Public
My commission expires 12/18/03



STATE OF SOUTH DAKOTA         }
                              }  SS
County of Pennington          }

On this the 1st day of  January,  1994,  before  me,  the  undersigned  officer,
personally  appeared  Omar  Barrientos,  who  acknowledged  himself  to  be  the
president  of  U.S.A.  Sunrise  Beverages,  Inc.,  a  corporation,  and  that he
personally and as such president, being authorized to do, executed the foregoing
instrument  for the  purposes  therein  contained  by  signing  the  name of the
corporation as president .

In witness whereof I hereunto set my hand and official seal.

                                 /s/ Diane K. Huntley
                                  Notary Public
My commission expires 12/18/03











                                 NOTE


   $50,967.00                                     DUE DATE December 31,1995

         For valuable monetary advances as loans, received from Omar Barrientos,
during 1994, U.S.A. Sunrise Beverages,  Inc. promises to pay to Omar Barrientos,
the sum of $50,967.00,  plus accrued simple interest at the rate of 7% per annum
from December 31, 1994.  The Principal and Interest  accrued shall be reduced by
any amounts  received by Omar  Barrientos from the company from the date herein,
except for payroll disbursements to Omar Barrientos.

         Any other form of payment  must be agreed upon in writing.  No
collateral is hereby granted.

         This Document may not be re-negotiated  by the Maker,  except to comply
with the terms above. The Maker hereof waive  presentment for payment,  protest,
notice of non-payment and notice of protest.

         Executed in Rapid City, South Dakota, this 31st day of Dec. 1994.
         Maker:
         U.S.A. SUNRISE BEVERAGES, INC.
         By:  /s/ Omar Barrientos
                President

         Witnessed:










                           Calendar Year 1995
                                 NOTE 2


   $47,914.40                             Due On or Before: December 31, 1996


For valuable monetary advances as loans, received from Omar Barrientos,  started
1994, and  continuing  through 1995, to date.  U.S.A.  Sunrise  Beverages,  Inc.
(Maker),  promises  to  pay  to  Omar  Barrientos,  as  individual,  the  sum of
$47,914.40,  plus  accrued  simple  interest  at the rate of 7% per  annum  from
December 31, 1995.  This amount  being the  outstanding  balance as to date of a
certain Loan Agreement  entered between the parties on January 1,1994, a copy of
which is incorporated by reference hereto. This Note is governed by the terms of
said agreement and its addendum's  thereto.  The Principal and Interest  accrued
shall be reduced by any  amounts  received by Omar  Barrientos  from the company
from the date herein, except for payroll disbursements to Omar Barrientos.

At his option Omar  Barrientos may accept partial or total payment in negotiated
stock.

This  Document may be  negotiated,  altered or changed by the parties in writing
only.  The Maker  hereof  waive  presentment  for  payment,  protest,  notice of
nonpayment and notice of protest.
Executed in Rapid City. South Dakota, this  31st day of December, 1995.

          Maker:
                    U.S.A. SUNRISE  BEVERAGES, INC.

          By:  /s/  Omar Barrientos
                       President












                           Calendar Year 1996
                                 NOTE 3

   $65,691 .24                            Due on or Before: December 31, 1997

For valuable monetary advances as loans, received from Omar Barrientos,  started
1994, and continuing through 1995, 1996, to date. U.S.A. Sunrise Beverages, Inc.
(Maker),  promises  to pay to  Omar  Barrientos,  as  individual,  the  sum of $
65,691.24,  plus  accrued  simple  interest  at the  rate of 7% per  annum  from
December 31, 1996.  This amount  being the  outstanding  balance as to date of a
certain Loan Agreement entered between the parties on January 1, 1994, a copy of
which is incorporated by reference hereto. This Note is governed by the terms of
said agreement and its addendum's  thereto.  The Principal and Interest  accrued
shall be reduced by any  amounts  received by Omar  Barrientos  from the company
from the date herein, except for payroll disbursements to Omar Barrientos.

At his option Omar  Barrientos may accept partial or total payment in negotiated
stock.

This  Document may be  negotiated,  altered or changed by the parties in writing
only.  The Maker  hereof  waive  presentment  for  payment,  protest,  notice of
nonpayment and notice of protest.

Executed in Rapid City, South Dakota, this the 31st day of December 1996.

          Maker:
          U.S.A. SUNRISE BEVERAGES, INC.

          By: /s/ Omar Barrientos
                  President













                               Calendar Year 1997
                                     NOTE 4

    $108,480.72                           Due on or Before  December 31, 1998

         For valuable monetary advances as loans, received from Omar Barrientos,
started 1994, and continuing  through 1995, 1996, 1997, to date. U.S.A.  Sunrise
Beverages, Inc. (Maker), promises to pay to Omar Barrientos, as individual,  the
sum of  $108,480.72,  plus accrued  simple  interest at the rate of 7% per annum
from December 31, 1997. This amount being the outstanding  balance as to date of
a certain Loan Agreement  entered between the parties on January 1, 1994, a copy
of which is incorporated by reference hereto. This Note is governed by the terms
of said agreement and its addendum's thereto. The Principal and Interest accrued
shall be reduced by any  amounts  received by Omar  Barrientos  from the company
from the date herein, except for payroll disbursements to Omar Barrientos.

         At his option Omar  Barrientos  may accept  partial or total payment in
negotiated stock.

         This Document may be  negotiated,  altered or changed by the parties in
writing only. The Maker hereof waive presentment for payment, protest, notice of
nonpayment and notice of protest.

         Executed in Rapid City, South Dakota this 31st day of Dec. 1997.

         Maker:
         U.S.A. SUNRISE BEVERAGES, INC.

         By: /s/ Omar Barrientos
                 President