


<PAGE>

                                                                   EXHIBIT E



                         REGISTRATION RIGHTS AGREEMENT

         THIS AGREEMENT is made as of October 25, 1996 by and between Bev-Tyme,
Inc., a Delaware corporation (the "Company"), and Ulster Investments Limited,
an Antiguan corporation ("Purchaser").

         The Company and Purchaser are parties to a certain Loan and Warrant
Purchase Agreement of even date herewith (the "Purchase Agreement"). In order
to induce Purchaser to enter into the Purchase Agreement, the Company has
agreed to provide the registration rights to Purchaser as set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
"Closing" under the Purchase Agreement. Except as otherwise indicated,
capitalized terms used herein are defined in Section 9 hereof.

         The parties hereto agree as follows:

         1. Effectiveness. In the event the Purchaser is unable to sell the
Registrable Securities to the Public in an open market transaction at any time
after a 40-day restricted period immediately following the Closing (as defined
in the Purchase Agreement) due to any statute, administrative order, rule,
regulation, court decision or regulatory interpretation which amends or repeals
Regulation S as promulgated by the Securities and Exchange Commission or
otherwise makes it unavailable to the Purchaser or due to any breach of
warranty, representation or covenant in the Purchase Agreement by the Company,
the rights of the Purchaser contained herein will become effective ("Effective
Date").

         2.       Piggyback Registrations.

                  (a) Right to Piggyback. Whenever, after the Effective Date,
         the Company proposes to register any of its securities under the
         Securities Act other than pursuant to a Demand Registration hereunder
         (as set forth in Subsection 3(a)), and the registration form to be
         used may be used for the registration of any Registrable Securities (a
         "Piggyback Registration"), the Company will give prompt written notice
         to all holders of the Registrable Securities for which the
         registration form may be used of its intention to effect such a
         registration and will include in such registration all Registrable
         Securities (in accordance with the priorities set forth in Subsections
         2(c) and 2(d) below) with respect to which the Company has received
         written requests for inclusion therein within fifteen (15) days after
         the receipt of the Company's notice.

                  (b) Piggyback Expenses. The Registration Expenses (as defined
         in Section 6(a) hereof) of the holders of Registrable Securities will
         be paid by the Company in all Piggyback Registrations.


                  (c) Priority on Primary Registrations. If a Piggyback
         Registration is an underwritten primary registration on behalf of the
         Company and the managing underwriters advise the Company in writing
         that in their opinion the number of securities
<PAGE>



         requested to be included in such registration exceeds the number which
         can be sold in such offering, the Company will include in such
         registration (i) first, the securities that the Company proposes to
         sell and the Registrable Securities requested to be included in such
         registration, pro rata among the Company and the holders of such
         Registrable Securities on the basis of the number of shares which the
         Company proposes to register and of the Registrable Securities being
         requested for registration which are owned by such holders; provided,
         however, that should any state securities administrator require any
         escrow or holdback of securities, such securities will come first from
         the securities proposed to be sold by the Company, and (ii) second,
         other securities requested to be included in such registration.

                  (d) Priority on Secondary Registrations. If a Piggyback
         Registration is an underwritten secondary registration on behalf of
         holders of the Company's securities and the managing underwriters
         advise the Company in writing that in their opinion the number of
         securities requested to be included in such registration exceeds the
         number which can be sold in such offering, the Company will include in
         such registration (i) first, the Registrable Securities requested to
         be included in such registration and the securities requested to be
         included therein by the holders requesting such registration, pro rata
         among the holders of Registrable Securities and the holders of the
         securities requesting such registration on the basis of the number of
         securities so requested to be included therein, and (ii) second, the
         other securities requested to be included in such registration.

                  (e) Selection of Underwriters. If any Piggyback Registration
         is an underwritten offering, the selection of investment banker(s) and
         manager(s) for the offering must be approved by the holders of a
         majority of the Registrable Securities included in such Piggyback
         Registration, which approval shall not be unreasonably withheld.

                  (f) Other Registrations. If the Company has previously filed
         a registration statement with respect to Registrable Securities
         pursuant to Section 3 or pursuant to this Section 2, and if such
         previous registration has not been withdrawn or abandoned, the Company
         will not file or cause to be effected any other registration of any of
         its equity securities or securities convertible or exchangeable into
         or exercisable for its equity securities under the Securities Act
         (except on Form S-8 or any successor form), whether on its own behalf
         or at the request of any holder or holders of such securities, until a
         period of at least six (6) months has elapsed from the effective date
         of such previous registration except with respect to any Demand
         Registration which is required due to the inability of the holders of
         Registrable Shares to register the Registrable Shares required to be

         included in any Piggyback Registration.

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         3.       Demand Registrations.

                  (a) Requests for Registration. Subject to the terms of this
         Agreement, the holders of at least a majority of the Registrable
         Securities may, at any time after the Effective Date, request (i)
         registration under the Securities Act of all or part of their
         Registrable Securities on Form S-1 or any similar long-form
         registration ("Long-Form Registrations") or (ii) registration under
         the Securities Act of all or part of their Registrable Securities on
         Form S-2 or S-3 (if eligible) or any similar short-form registration
         ("Short-Form Registrations"), if available. Within ten (10) days after
         receipt of any such request, the Company will give written notice of
         such request to all other holders of the Registrable Securities and
         will include in such registration all Registrable Securities with
         respect to which the Company has received written requests for
         inclusion therein within fifteen (15) days after the receipt of the
         Company's notice. All registrations requested pursuant to this
         Subsection 2(a) are referred to herein as "Demand Registrations."

                  (b) Number of Demand Registrations. The holders of the
         Registrable Securities will be entitled to request one (1) Demand
         Registration pursuant to which the Registrable Securities shall be
         registered. The Company will pay all Registration Expenses with
         respect to a Demand Registration. A registration will not count as a
         permitted Demand Registration (i) until it has become effective
         (unless such Demand Registration has not become effective due solely
         to the fault of the holders requesting such registration) and (ii)
         unless the holders of the Registrable Securities are able to register
         all of the Registrable Securities requested to be included in such
         registration (unless such holders are not so able to register such
         amount of the Registrable Securities due solely to the fault of such
         holders); provided, however, that in any event the Company will pay
         all Registration Expenses in connection with any registration
         initiated as a Demand Registration.

                  (c) Type of Demand Registration. A Demand Registration will
         be a Short- Form Registration in which the Company will pay all
         Registration Expenses whenever the Company is permitted to use any
         applicable short form. Otherwise, the Demand Registration will be a
         Long-Form Registration. As long as the Company remains subject to the
         reporting requirements of the Securities Exchange Act, the Company
         will use its best efforts to make Short-Form Registrations available
         for the sale of Registrable Securities.

                  (d) Priority on Demand Registrations. The Company will not
         include in any Demand Registration any securities which are not

         Registrable Securities without the written consent of holders of a
         majority of the Registrable Securities. If other securities are
         permitted to be included in a Demand Registration which is an
         underwritten offering and the managing underwriters advise the Company
         in writing that in their opinion the number of Registrable Securities
         and other securities requested to be included exceeds the number of
         Registrable Securities and other securities which can be sold in such
         
                                       3

<PAGE>


         offering, the Company will include in such registration, prior to the
         inclusion of any securities which are not Registrable Securities, the
         number of Registrable Securities requested to be included which in the
         opinion of such underwriters can be sold, pro rata among the respective
         holders on the basis of the amount of Registrable Securities so
         requested to be included therein.

                  (e) Selection of Underwriters. The holders of a majority of
         the Registrable Securities included in any Demand Registration will
         have the right to select the investment banker(s) and manager(s) to
         administer the offering.

                  (f) Period of Effectiveness. The Company will maintain the
         effectiveness of any Demand Registration for a period of one (1) year
         after effectiveness unless the holders of the Registrable Securities
         notify the Company that all of the Registrable Securities have been
         sold pursuant to the Demand Registration.

                  (g) Other Registration Rights. Except as provided in this
         Agreement, the Company will not grant to any person or entity the
         right to request the Company to register any equity securities of the
         Company, or any securities convertible or exchangeable into or
         exercisable for such securities, without the written consent of the
         holders of a majority of the Registrable Securities.

         4.       Holdback Agreements.

                  (a) Each holder of Registrable Securities agrees not to
         effect any public sale or distribution of equity securities of the
         Company, or any securities convertible into or exchangeable or
         exercisable for such securities, during the seven (7) days prior to
         and the 90-day period beginning on the effective date of any
         underwritten Demand Registration or any underwritten Piggyback
         Registration in which Registrable Securities are included (except as
         part of such underwritten registration), unless the underwriters
         managing the registered public offering otherwise agree and such sale
         or distribution otherwise complies with Regulation ss.240.10b-6 of the
         Securities Exchange Act; provided, however, that the holders of
         Registrable Securities may elect, at their option, to not have the
         underwriter sell the Registrable Securities which such holders have
         registered and to otherwise determine the method and timing of the

         sale of the securities so registered without regard to the holdback
         provisions hereof.

                  (b) The Company agrees (i) not to effect any public sale or
         distribution of its equity securities, or any securities convertible
         into or exchangeable or exercisable for such securities, during the
         seven (7) days prior and the 90-day period beginning on the effective
         date of any underwritten Demand Registration or any underwritten
         Piggyback Registration (except as part of such underwritten
         registration or pursuant to registrations on Form S-8 or any successor
         form), unless the underwriters managing the registered public offering
         otherwise agree, and (ii) to cause each 10% or greater holder of its
         equity securities, or any securities convertible into or exchangeable
         or exercisable for such

                                       4

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         securities, purchased from the Company (other than in a registered
         public offering) to agree not to effect any public sale or
         distribution of any such securities during such period (except as part
         of such underwritten registration, if otherwise permitted, or except
         as permitted in subsection (a) of this Section 4), unless the
         underwriters managing the registered public offering otherwise agree.

         5. Registration Procedures. Whenever the holders of Registrable
Securities have requested that any Registrable Securities will be registered
pursuant to this Agreement, the Company will use its best efforts to effect the
registration and the sale of such Registrable Securities in accordance with the
intended method of disposition thereof, and pursuant thereto, the Company will
as expeditiously as possible:

                  (a) prepare and file with the Securities and Exchange
         Commission a registration statement with respect to such Registrable
         Securities and use its best efforts to cause such registration
         statement to become effective (provided that, before filing a
         registration statement or prospectus or any amendments or supplements
         thereto, the Company will furnish to the counsel or counsels of the
         holders of the Registrable Securities covered by such registration
         statement copies of all such documents proposed to be filed);

                  (b) prepare and file with the Securities and Exchange
         Commission such amendments and supplements to such registration
         statement and the prospectus used in connection therewith as may be
         necessary to keep such registration statement effective for a period
         of not less than twelve (12) months and comply with the provisions of
         the Securities Act with respect to the disposition of all securities
         covered by such registration statement during such period in
         accordance with the intended methods of disposition by the sellers
         thereof set forth in such registration statement;


                  (c) furnish to each seller of Registrable Securities such
         number of copies of such registration statement, each amendment and
         supplement thereto, the prospectus included in such registration
         statement (including each preliminary prospectus) and such other
         documents as such seller may reasonably request in order to facilitate
         the disposition of the Registrable Securities owned by such seller;

                  (d) use its best efforts to register or qualify such
         Registrable Securities under such other securities or blue sky laws of
         such jurisdictions as any seller of Registrable Securities reasonably
         requests and do any and all other acts and things which may be
         reasonably necessary or advisable to enable such seller to consummate
         the disposition in such jurisdictions of Registrable Securities owned
         by such seller (provided that the Company will not be required to (i)
         qualify generally to do business in any jurisdiction where it would
         not otherwise be required to qualify but for this subparagraph, (ii)
         subject itself to taxation in any such jurisdiction, or (iii) consent
         to general service of process in any such jurisdiction);


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                  (e) notify each seller of such Registrable Securities, at any
         time when a prospectus relating thereto is required to be delivered
         under the Securities Act, of the happening of any event as a result of
         which the prospectus included in such registration statement contains
         an untrue statement of a material fact or omits any fact necessary to
         make the statements therein not misleading, and, at the request of any
         such seller, the Company will prepare a supplement or amendment to
         such prospectus so that, as thereafter delivered to the purchasers of
         such Registrable Securities, such prospectus will not contain an
         untrue statement of a material fact or omit to state any fact
         necessary to make the statements therein not misleading;

                  (f) cause all such Registrable Securities to be listed on
         each securities exchange, the Nasdaq National Market, the Nasdaq Small
         Cap Market or other system or facility on which similar securities
         issued by the Company are then listed or traded, if any;

                  (g) provide a transfer agent and registrar for all such
         Registrable Securities not later than the effective date of such
         registration statement;

                  (h) enter into such customary agreements (including
         underwriting agreements in customary form) and take all such other
         actions as the holders of a majority of the Registrable Securities
         being sold or the underwriters, if any, reasonably request in order to
         expedite or facilitate the disposition of such Registrable Securities
         (including, without limitation, effecting a stock split or a
         combination of shares); and


                  (i) make available for inspection during normal business
         hours by any seller of Registrable Securities, any underwriter
         participating in any disposition pursuant to such registration
         statement, and any attorney, accountant or other agent retained by any
         such seller or underwriter, all financial and other records, pertinent
         corporate documents and properties of the Company, and cause the
         Company's officers, directors, employees and independent accountants
         to supply all information reasonably requested by any such seller,
         underwriter, attorney, accountant or agent in connection with such
         registration statement.

         6.       Registration Expenses.

                  (a) All expenses incident to the Company's performance of or
         compliance with this Agreement, including, without limitation, all
         registration and filing fees, fees and expenses of compliance with
         securities or blue sky laws, listing fees, printing expenses,
         messenger and delivery expenses, and fees and disbursements of counsel
         for the Company and all independent certified public accountants,
         underwriters (excluding discounts and commissions) and other persons
         or entities retained by the Company (all such expenses being herein
         called "Registration Expenses") will be borne by the Company. The
         Company will also pay its internal expenses (including, without
         limitation, all salaries and expenses of its officers and employees
         performing legal or 

                                       6

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         accounting duties), the expense of any annual audit or quarterly
         review, the expense of any liability insurance and the expenses and
         fees for listing the securities to be registered on each securities
         exchange on which similar securities issued by the Company are then 
         listed.

                  (b) In connection with each Demand Registration, the Company
         will reimburse the holders of Registrable Securities covered by such
         registration for the reasonable fees and disbursements of one counsel
         chosen by the holders of a majority of such Registrable Securities.

         7.       Indemnification.

                  (a) The Company agrees to indemnify, to the extent permitted
         by law, each holder of Registrable Securities, its officers and
         directors and each person or entity who controls such holder (within
         the meaning of the Securities Act) against all losses, claims,
         damages, liabilities and expenses caused by any untrue or alleged
         untrue statement of material fact contained in any registration
         statement, prospectus or preliminary prospectus or any amendment
         thereof or supplement thereto or any omission or alleged omission of a
         material fact required to be stated therein, except insofar as the

         same are caused by or contained in any information furnished in
         writing to the Company by such holder expressly for use therein or
         which such holder failed to provide after being so requested or by
         such holder's failure to deliver a copy of the registration statement
         or prospectus or any amendments or supplements thereto after the
         Company has furnished such holder with a sufficient number of copies
         of the same or which is otherwise attributable to the gross negligence
         or willful misconduct of such holder. In connection with an
         underwritten offering, the Company will indemnify such underwriters,
         their officers and directors and each person or entity who controls
         such underwriters (within the meaning of the Securities Act) to the
         same extent as provided above with respect to the indemnification of
         the holders of Registrable Securities.

                  (b) In connection with any registration statement in which a
         holder of Registrable Securities is participating, each such holder
         will furnish to the Company in writing such information and affidavits
         as the Company reasonably requests for use in connection with any such
         registration statement or prospectus and, to the extent permitted by
         law, will indemnify the Company, its directors and officers, each
         person or entity who controls the Company (within the meaning of the
         Securities Act), against any losses, claims, damages, liabilities and
         expenses resulting from any untrue or alleged untrue statement of
         material fact contained or required to be contained in the
         registration statement, prospectus or preliminary prospectus or any
         amendment thereof or supplement thereto or any omission or alleged
         omission of a material fact required to be stated therein or necessary
         to make the statements therein not misleading, but only to the extent
         that such untrue statement or omission is contained or required to be
         contained in any information or affidavit so furnished or required to
         be so furnished in writing by such holder; provided that the
         obligation to indemnify will be several, not joint and several, 

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         among such holders of Registrable Securities and the liability of each
         such holder of Registrable Securities will be in proportion to and
         limited to the net amount received by such holder from the sale of
         Registrable Securities pursuant to such registration statement.

                  (c) Any person or entity entitled to indemnification
         hereunder will (i) give prompt written notice to the indemnifying
         party of any claim with respect to which it seeks indemnification and
         (ii) unless in such indemnified party's reasonable judgment a conflict
         of interest between such indemnified and indemnifying parties may
         exist with respect to such claim, permit such indemnifying party to
         assume the defense of such claim, with counsel reasonably satisfactory
         to the indemnified party. If such defense is assumed, the indemnifying
         party will not be subject to any liability for any settlement made by
         the indemnified party without its consent (but such consent will not
         be unreasonably withheld). An indemnifying party who is not entitled

         to, or elects not to, assume the defense of a claim will not be
         obligated to pay the fees and expenses of more than one counsel for
         all parties indemnified by such indemnifying party with respect to
         such claim, unless in the reasonable judgment of any indemnified party
         a conflict of interest may exist between such indemnified party and
         any other of such indemnified parties with respect to such claim.

                  (d) The indemnification provided for under this Agreement
         will remain in full force and effect regardless of any investigation
         made by or on behalf of the indemnified party or any officer, director
         or controlling person or entity of such indemnified party and will
         survive the transfer of securities. The Company also agrees to make
         such provisions, as are reasonably requested by any indemnified party,
         for contribution to such party in the event the Company's
         indemnification is unavailable for any reason.

         8. Current Public Information. At all times after the Company has
filed a registration statement with the Securities and Exchange Commission
pursuant to the requirements of either the Securities Act or the Securities
Exchange Act and such registration statement has been declared effective, the
Company will file all reports required to be filed by it under the Securities
Act and the Securities Exchange Act, and will take such further action as any
holder or holders of Registrable Securities may reasonably request, all to the
extent required to enable such holders to sell Registrable Securities pursuant
to (i) Rule 144 adopted by the Securities and Exchange Commission under the
Securities Act (as such rule may be amended from time to time) or any similar
rule or regulation hereafter adopted by the Securities and Exchange Commission
or (ii) a registration statement on Form S-2 or Form S-3, if eligible, or any
similar registration statement form hereafter adopted by the Securities and
Exchange Commission. Upon request, the Company will deliver to such holders of
Registrable Securities a written statement as to whether it has complied with
such requirements.


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         9.       Definitions.

                  (a)      Registrable Securities.

                           (1) The term "Registrable Securities" means (i) any
                  of the Company's Common Stock or other securities issued or
                  issuable to Purchaser pursuant to the Purchase Agreement upon
                  exercise of the Warrants (as defined in the Purchase
                  Agreement) or upon conversion of the Preferred Stock issued
                  or issuable upon exercise of the Warrant to purchase
                  Preferred Stock, (ii) any Common Stock issued or issuable
                  upon exercise of any preemptive rights afforded to those
                  persons or entities holding securities described in clause
                  (i) above or pursuant to the Purchase Agreement, (iii) any

                  Common Stock issued or issuable with respect to the
                  securities referred to in clauses (i) and (ii) by way of
                  stock dividend or stock split or in connection with a
                  combination of shares, recapitalization, merger,
                  consolidation or other reorganization, and (iv) any other
                  shares of Common Stock held by persons or entities holding
                  securities described in clauses (i) to (iii), inclusive,
                  above.

                           (2) As to any particular Registrable Securities,
                  such securities will cease to be Registrable Securities when
                  they have (a) been effectively registered under the
                  Securities Act and disposed of in accordance with the
                  registration statement covering them, (b) been sold to the
                  public in accordance with Rule 144 (or any similar provision
                  then in force) under the Securities Act, or (c) been
                  otherwise transferred on the open market in a public
                  transaction and new certificates for them not bearing a
                  Securities Act restrictive legend have been delivered by the
                  Company pursuant to the Purchase Agreement. Whenever any
                  particular securities cease to be Registrable Securities, the
                  holder thereof will be entitled to receive from the Company,
                  without expense, new securities of like tenor not bearing a
                  restrictive legend as set forth in the Purchase Agreement.

                  (b) The term "Securities Act" means the Securities Act of
         1933, as amended, and all rules and regulations promulgated
         thereunder.

                  (c) The term "Securities Exchange Act" means the Securities
         Exchange Act of 1934, as amended, and all rules and regulations
         promulgated thereunder.

                  (d) The term "Long-Form Registration" means a registration
         under the Securities Act on Form S-1 or any similar long form
         registration.

                  (e) The term "Short-Form Registration" means a registration
         under the Securities Act on Form S-2 or S-3 (if eligible) or any
         similar short form registration.

                  (f) Unless otherwise stated, other capitalized terms
         contained herein have the meanings set forth in the Purchase
         Agreement.

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         10.      Miscellaneous.


                  (a) No Inconsistent Agreements. The Company will not
         hereafter enter into any agreement with respect to its securities
         which is inconsistent with the rights granted to the holders of
         Registrable Securities in this Agreement.

                  (b) Adjustments Affecting Registrable Securities. The Company
         will not take any action or permit any change to occur with respect to
         its securities which would materially and adversely affect the ability
         of the holders of Registrable Securities to include such Registrable
         Securities in a registration undertaken pursuant to this Agreement or
         which would materially and adversely affect the marketability of such
         Registrable Securities in any such registration (including, without
         limitation, effecting a stock split or a combination of shares).

                  (c) Remedies. Any person or entity having rights under any
         provision of this Agreement will be entitled to enforce such rights
         specifically, to recover damages caused by reason of any breach of any
         provision of this Agreement, and to exercise all other rights granted
         by law.

                  (d) Amendments and Waivers. Except as otherwise provided
         herein, the provisions of this Agreement may be amended and the
         Company may take any action herein prohibited, or omit to perform any
         act herein required to be performed by it, only if the Company has
         obtained the written consent of holders of at least a majority of the
         Registrable Securities.

                  (e) Successors and Assigns. All covenants and agreements in
         this Agreement by or on behalf of any of the parties hereto will bind
         and inure to the benefit of the respective successors and assigns of
         the parties hereto whether so expressed or not. In addition, whether
         or not any express assignment has been made, the provisions of this
         Agreement which are for the benefit of purchasers or holders of
         Registrable Securities are also for the benefit of, and enforceable
         by, any subsequent holder of Registrable Securities.

                  (f) Incorporation of Purchase Agreement Provisions. The
         paragraphs entitled "Severability", "Headings", "Governing Law", and
         "Notices" of the Purchase Agreement are hereby incorporated in this
         Agreement by reference and made a part hereof.



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<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.

                                 THE COMPANY:

                                 BEV-TYME, INC., a Delaware corporation


                                 By:      /s/ Robert Sipper
                                          ------------------------------
                                          Its:     President




                                 PURCHASER:

                                 ULSTER INVESTMENTS LIMITED, an
                                 Antiguan corporation


                                 By:      /s/ Roslyn Yearwood
                                          --------------------------------
                                 Its: Secretary


                                 For and on behalf of:
                                 ANTIGUA INTERNATIONAL TRUST LTD.
                                 Director


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