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                                                                   EXHIBIT B

                                PROMISSORY NOTE

$248,000.00                                                 October 25, 1996
Due: October 25,  1997

         FOR VALUE RECEIVED, the undersigned ("Maker") promises to pay to the
order of Ulster Investments Limited ("Lender"), its successors and assigns, at
its principal office c/o Antigua International Trust Limited at High Street -
P.O. Box 1302, St. John's, Antigua, West Indies, or such other place as the
holder may designate in writing from time to time, the principal sum of Two
Hundred Forty Eight Thousand and no/100 Dollars ($248,000.00), in lawful money
of the United States, together with interest from the date hereof on the unpaid
principal balance outstanding from time to time at an annual rate equal to ten
percent (10%) per annum (the "Interest Rate").

         Interest payable on this Note will be calculated on the basis of the
actual number of calendar days elapsed but computed as if each year consisted
of three hundred and sixty (360) days. Interest shall be payable on any overdue
amount of principal and/or interest at a rate per annum equal to fifteen
percent (15%). In no event shall interest be payable at a rate higher than that
permitted by any applicable law. Should Lender receive any payment that is or
would be in excess of that permitted to be charged under then applicable law,
then such payment shall automatically be applied to reduce the principal sum
outstanding under this Note.

         This Note is subject to the terms and provisions of that certain Loan
and Warrant Purchase Agreement (the "Loan Agreement"), dated of even date
herewith, between Maker and Lender, and this Note and the holder hereof are
entitled to all the benefits provided for in the Loan Agreement, or which are
referred to therein, to which Loan Agreement reference is made for a statement
of the terms and conditions under which this indebtedness was incurred and is
to be repaid and under which the due date of this Note may be accelerated. The
provisions of the Loan Agreement are hereby incorporated herein by reference
with the same force and effect as if fully set forth herein. This Note is
secured by a Security Agreement (the "Security Agreement") dated of even date
herewith, between Maker and Lender, and the rights granted Lender thereunder
and under the Loan Agreement are cumulative and in addition to any rights
Lender may have hereunder.

         All outstanding principal and accrued and unpaid interest shall be due
and payable on October 25, 1997, unless due earlier in accordance with the
terms of the Loan Agreement. All payments on this Note shall be applied first
to the payment of any costs of collection that may be due hereunder and to any
costs or advances to which Lender is entitled to reimbursement under the
Security Agreement, then to the payment of accrued interest, and the balance
shall be applied to principal.




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         This Note may be prepaid in full or in part at any time without
premium or penalty. All prepayments shall be applied first to the payment of
any costs of collection that may be due hereunder, then to the payment of
unpaid interest, if any, and the balance shall be applied to principal.

         If all or any portion of the indebtedness evidenced hereby is not paid
when due, or in the event of the occurrence of any Event of Default (as defined
in the Loan Agreement), Lender or any other holder, without notice or demand,
may declare the indebtedness evidenced hereby immediately due and payable and
may immediately exercise any right of setoff and enforce any lien or security
interest securing payment hereof.

         Time is of the essence. No delay or omission on the part of the holder
in exercising any right hereunder shall operate as a waiver of such right or of
any other remedy under this Note. A waiver on any occasion shall not be
construed as a bar to or waiver of any such right or remedy on a future
occasion.

         Maker and any endorsers, sureties, guarantors and all other persons
liable for all or any part of the indebtedness evidenced by this Note, jointly
and severally, waive valuation and appraisement, presentment for payment,
protest, notice of protest, dishonor, notice of dishonor, demand, notice of
nonpayment and the benefit of all laws now or hereafter enacted affording any
right to a stay of execution or extension of time for payment or exempting any
property of such person from levy and sale upon execution of any judgment
obtained by the holder under this Note. Such parties hereby consent, without
affecting their liability, to extension or alteration of the time or terms of
payment hereof, any renewal, any release of any or all part of the security
given for the payment hereof, any acceptance of additional security of any
kind, and any release of, or resort to, any party liable for payment hereof,
and such parties shall remain bound in the same capacities as prior thereto
upon each such event.

         This Note represents a loan delivered and to be performed in Antigua,
West Indies and shall be construed, interpreted and governed by the internal
laws of Antigua, West Indies without reference to (i) its judicially or
statutorily pronounced rules regarding conflict of law or choice of law; (ii)
where any instrument is executed or delivered; (iii) where performance required
by any instrument is made or required to be made; (iv) where any breach of any
provision of any instrument occurs or any cause of action otherwise accrues;
(v) where any action or other proceeding is instituted or pending; (vi) the
nationality, citizenship, domicile, principal place of business, or
jurisdiction, organization or domestication of any party; (vii) whether the
laws of the forum jurisdiction would otherwise apply the laws of a jurisdiction
other than Antigua, West Indies; or (viii) any combination of the foregoing.

         Maker agrees that the obligation to pay all principal, interest and
other amounts owing hereunder is absolute and unconditional under all
circumstances. In the event of any litigation in connection with this Note,

Maker waives all rights to a trial by jury and agrees not to assert any
counterclaim, defense, offset or abatement of any nature.


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         Maker agrees to pay the holder hereof all out-of-pocket expenses and
costs of collection, including, but not limited to, reasonable attorneys' fees,
incurred by the holder hereof in enforcing or attempting to enforce this Note
whether or not a suit is commenced; and such costs, fees and expenses shall be
deemed to be added to the principal amount due under this Note.

         This Note may not be changed or modified in any way, nor may any
provision hereof be waived, except by a written instrument duly executed by the
holder hereof.

         This Note will inure to the benefit of Lender, its legal
representatives, successors, transferees and assigns.

         In addition to the principal, interest and other amounts set forth
herein, this Note also evidences all indebtedness due under the terms of the
Loan Agreement and the Security Agreement.

         IN WITNESS WHEREOF, Maker has caused this Note to be executed on its
behalf by its duly authorized officer on the day and year first above written.

                                                     BEV-TYME, INC.,
                                                     a Delaware corporation


                                                     By:  /s/ Robert Sipper
                                                     Its:  President
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