Exhibit No. 99.5
                                VOTING AGREEMENT



     This VOTING AGREEMENT (the  "Agreement")  dated as of June 29, 2001, by and
among Carmine Stella and Anthony Stella (collectively  referred to herein as the
"Capital  Stockholders"),   Monty  Matrisciani,  Michael  Mastrisciani,   Daniel
Matrisciani  and  Alex  Matrisciani  (collectively  referred  to  herein  as the
"Prospect Stockholders"),  Capital Beverage Corporation,  a Delaware corporation
located at 1111 East  Tremont  Ave.,  Bronx,  New York 10460  ("Capital"  or the
"Company") and Prospect Beverage Corporation,  a New York corporation located at
700 Columbia Street,  Erie Basin,  Building 302,  Brooklyn,  New York 11231-1929
("Prospect").



                                R E C I T A L S:



     WHEREAS,   Capital  and  Prospect  have  entered  into  an  asset  purchase
agreement, dated May 4 , 2001 (the "Asset Purchase Agreement"); and

     WHEREAS, as a condition to the closing of the Asset Purchase Agreement, the
parties hereto are required to enter into this Voting Agreement; and

     WHEREAS,  the  Capital  Stockholders  and  the  Prospect  Stockholders  are
stockholders of the Company; and

     WHEREAS,  the  parties  hereto  desire to set forth their  agreement  as to
certain matters regarding,  among other things, the governance and management of
the Company and the sale or disposition of the Company's securities.

     NOW,  THEREFORE,  in consideration  of the mutual  premises,  covenants and
agreements contained herein, the parties agree as follows:

     Section 1. Corporation Governance.

     1.1 Company's Board of Directors

     (a) Number of Directors;  Board  Representation.  Commencing upon the first
annual meeting of the Company's  stockholders after the date hereof,  which will
be held not later than September 30, 2001 and during the term of this Agreement,
the Company shall be governed by a Board of Directors (the "Board") of eight (8)
members (or six (6) if the parties agree). The directors shall serve for periods
of one year (the first period  commencing  on the date of the annual  meeting of
stockholders or sooner if elected prior thereto) and until their  successors are
elected at the next annual meeting of the stockholders,  at any special meeting,
or by majoritywritten  consent, as the case may be. The Board shall nominate and
recommend to the  stockholders  of the Company eight (8) nominees (or six (6) as
the case may be) for  election to the Board,  50% of whom shall be chosen by the
Prospect   Stockholders  in  their  sole  and  absolute  discretion   ("Prospect
Nominees") and 50% of whom shall be chosen by the Capital  Stockholders in their
sole and absolute discretion (Capital Nominees"). Notwithstanding the foregoing,
the Board shall not nominate a person for  election  whose  employment  has been
terminated by Capital for cause. (b)  Notwithstanding  the provisions of Section
1.1(a), if the securities of Capital are no longer listed on The Nasdaq Smallcap
Market  ("Nasdaq"),  the Board  shall take  immediate  action to appoint the new
board (as provided in 1.1(a)) prior to the next annual meeting of  shareholders.
In addition,  the Prospect Stockholders may request the Board, prior to the next
annual  meeting,  to seek  permission  from  Nasdaq  to elect  the new board (as
provided in Section  1.1(a)) prior to the next annual  meeting of  shareholders,
without the need for such meeting.

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<PAGE>

     1.2 Agreement to Vote Shares.

     Each Prospect  Stockholder and each Capital  Stockholder  agrees during the
term of this Agreement to vote, or cause to be voted,  the shares shown opposite
each Stockholder's name on Schedule A hereto and any other shares acquired after
the date hereof  (less such  shares  sold  pursuant to Rule 144 or in other open
market  transactions)  (the  "Shares"),  in person or by proxy,  in favor of the
Prospect  Nominees and Capital  Nominees at every meeting of the stockholders of
the Company at which directors are elected to the Board and at every adjournment
thereof.  Notwithstanding  anything  contained  herein  to  the  contrary,  each
Prospect  Stockholder and Capital Stockholder may sell any of their Shares under
Rule 144, or pursuant to an effective registration  statement, at which time the
Shares sold shall be free of any  restrictions  or  obligations  imposed by this
Agreement. In connection with any such sale, the Company shall provide, or cause
to be provided,  such  instructions  or opinions of counsel as are  necessary to
remove all legends from such Shares.

     1.3 Other Agreement.

     Except as permitted in or required by this Agreement, no stockholder has or
shall (i) grant any proxy with  respect to the Shares,  (ii) enter into or agree
to be bound by any voting  trust with  respect to any Shares or (iii) enter into
any  stockholder  agreements  or  arrangements  of any kind with any person with
respect  to any  Shares,  which  in any  such  case  is  inconsistent  with  the
provisions of this Agreement.

     2. Right to Join in Sale.

     (a) Notwithstanding  anything herein to the contrary, if any of the Capital
Stockholders or any of the Prospect  Stockholders  ("Selling Holders") proposes,
in a single transaction or a series of related transactions, to sell, dispose of
or  otherwise  transfer a majority  of such  stockholders  Shares,  the  Selling
Holders shall  refrain from  effecting  such  transaction  unless,  prior to the
consummation  thereof,  each of the other  stockholders  who are parties to this
Agreement  shall have been afforded the  opportunity to join in such transfer as
provided in Section 2(b).  Specifically  excluded from this  provision are sales
made pursuant to Rule 144 or other sales in the open market.

     (b) Prior to the consummation of any transaction subject to this Section 2,
the  person  or group  (the  "Proposed  Purchaser")  that  proposes  to  acquire
securities in a transaction subject to Section 2(a) (the "Tag-Along Sale") shall
offer  (the  "Tag-Along  Purchase  Offer")  in  writing  to  each  of the  other
stockholders  who  are  parties  to  this  Agreement  the  right  to  include  a
proportionate  amount  of their  Shares  in the  proposed  sale to the  Proposed
Purchaser equal to the proportionate amount of the Selling Holder's Shares being
sold,  at the same price and on the same terms and  conditions  as the  Proposed
Purchaser has offered to the Selling Holders.  Each stockholder  shall have five
(5) days from the receipt of the Tag-Along Purchase Offer in which to accept the
Tag-Along  Purchase  Offer.  In the event that a transfer  is subject to Section
2(a), no transfer  shall be  consummated  without the Proposed  Purchaser  first
complying  with  this  Section  2(b).  It  shall be the  responsibility  of each
stockholder  who  is  a  party  to  this  Agreement  to  determine  whether  any
transaction  to which  it is party is  subject  to  Section  2(a).  Specifically
excluded from this provisions are sales made pursuant to Rule 144 or other sales
in the open market.

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<PAGE>

     Section 3. Miscellaneous.

     3.1  Survival  of Terms.  All  representations,  warranties  and  covenants
contained  in  this  Agreement  or in  any  certificates  or  other  instruments
delivered by or on behalf of the parties  hereto shall be continuous and survive
the execution of this Agreement.

     3.2  Entire  Agreement;  Amendment.  This  Agreement  contains  the  entire
agreement among the parties hereto with respect to the transactions contemplated
herein,  supersedes  all prior  written  agreements  and  negotiations  and oral
understandings,  if any,  and may not be  amended,  supplemented  or  discharged
except by an instrument in writing signed by all parties.

     3.3 Assignment. This Agreement shall be binding upon the parties hereto and
their respective successors, personal representations, heirs at law, and assigns
and  shall  inure to the  benefit  of any  assignee,  subject  to the  terms and
conditions hereof (including execution of a joinder agreement by any assignee).

     3.4 No  Waiver.  Any  waiver  by  either  party  to this  Agreement  of any
provision  of this  Agreement  shall not be  construed  as a waiver of any other
provision of this  Agreement,  nor shall such waiver be construed as a waiver of
such provision respecting any future event or circumstance.

     3.5 Notices.  Notices  hereunder shall be given only by personal  delivery,
registered  or certified  mail,  return  receipt  requested,  overnight  courier
service,  or telex,  telegram,  facsimile or other form of  electronic  mail and
shall be deemed  transmitted when personally  delivered or deposited in the mail
or delivered to a courier  service or a carrier for  electronic  transmittal  or
electronically transmitted by facsimile (as the case may be), postage or charges
prepaid, and properly addressed to the particular party to whom the notice is to
be sent.  Unless and until changed by notice given as provided  herein,  notices
shall be sent (i) to the Company,  at 1111 East Tremont  Ave.,  Bronx,  New York
10460,  Attention:  Carmine Stella,  to Prospect at, 700 Columbia  Street,  Erie
Basin,  Building 302,  Brooklyn,  New York 11231-1929 (ii) to Monty Matrisciani,
Michael  Matrisciani,  Daniel  Matrisciani and Alex Matrisciani at, 700 Columbia
Street, Erie Basin,  Building 302, Brooklyn,  New York 11231-1929,  in each case
with a copy to Goldstein & DiGioia,  LLP, 369 Lexington Avenue,  18th Floor, New
York, NY 10017, Attn: Stanley Goldstein,  Esq. and to Carmine Stella and Anthony
Stella at 1111 East Tremont  Ave.,  Bronx,  New York 10460,  in each case with a
copy to Berlack,  Israels & Liberman,  120 West 45th Street, New York, NY 10036,
Attn: Steven F. Wasserman, Esq.


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<PAGE>

     3.6 Injunctive  Relief.  It is  acknowledged  that it will be impossible to
measure in money the  damages  that would be  suffered  if the  parties  fail to
comply with any of the obligations  herein imposed on them and that in the event
of any such failure, an aggrieved party will be irreparably damaged and will not
have an adequate remedy at law. Any such party shall,  therefore, be entitled to
injunctive relief,  including specific performance,  to ensure such obligations,
and if any action  should be brought in equity to enforce any of the  provisions
of this Agreement, none of the parties hereto shall raise the defense that there
is an adequate remedy at law.

     3.7   Counterparts.   This  agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     3.8 Variations in Pronouns.  All pronouns and any variations  thereof shall
be deemed to refer to the masculine,  feminine or neuter, singular or plural, as
the  identity  of the  antecedent  person or persons or entity or  entities  may
require.

     3.9 Headings.  The headings used in this Agreement are for convenience only
and  shall not by  themselves  determine  the  interpretation,  construction  or
meaning of this Agreement.

     3.10 Binding Effect.  This Agreement,  the Exhibits and all certificates or
other  instruments  delivered  by or on behalf of the  parties  hereto  shall be
binding upon the legal  representatives,  heirs,  successors  and assigns of the
parties hereto.

     3.11 Term;  Termination.  This Agreement  shall terminate on June 28, 2006.
Notwithstanding  the above, this Agreement shall remain in full force and effect
so long as the property owned by Addie Realty  Properties,  Inc. (located at 500
Fourth Avenue, Brooklyn, NY) continues to secure indebtedness of Capital.

     3.12  Conflicts  with Charter or By-Laws.  In the event that this Agreement
conflicts  in  any  way  with  any  provision  of  the  Company  certificate  of
incorporation,  as amended from time to time, by-laws or corporate  resolutions,
the provisions hereof shall control.

     3.13 Legend.  Each  stockholder and the Company agree that each outstanding
certificate  representing  securities  of the  Company  shall be  endorsed  with
legends substantially in the following form:

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<PAGE>

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE TRANSFERRED, SOLD, OFFERED
FOR SALE, PLEDGED,  HYPOTHECATED, OR OTHERWISE DISPOSED OF UNLESS PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT,  OR UNLESS IN THE  OPINION OF
COUNSEL TO THE COMPANY  SUCH  TRANSFER IS EXEMPT  FROM  APPLICABLE  REGISTRATION
REQUIREMENTS.

THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  ARE SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN A VOTING  AGREEMENT DATED JUNE 29, 2001, A COPY OF WHICH
MAY BE  OBTAINED  FROM THE  COMPANY  OR FROM  THE  HOLDER  OF THIS  CERTIFICATE.
TRANSFER  OF SUCH  SHARES  WILL NOT BE MADE ON THE BOOKS OF THE  COMPANY  UNLESS
ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH AGREEMENT.

     A copy of this  Agreement  shall be filed with the Secretary of the Company
and kept with the records of the Company.

     3.14 Proxy.

     (a) In the event that any party to this  Agreement  fails to  exercise  his
obligations  as  provided  herein  and  attend  in  person  or by  proxy  at any
shareholders meeting to vote his Shares as provided in this Agreement, then, and
in that event,  pursuant to Section 212 of the Delaware General Corporation Law,
such party hereby  appoints the other party (ie., the Capital  Stockholders  and
Prospect  Stockholders  appoint each other) as their attorney and agent to vote,
consent or to otherwise  exercise all of his rights as his proxy with respect to
his Shares in the same manner,  to the full extent and with the same effect that
such party might otherwise  vote,  consent or exercise any rights with reference
to said Shares.


     (b) The above proxy is coupled with an interest,  is irrevocable  and shall
survive the death or incompetency adjudication of any party.


     (c) Each  certificate  representing the Shares subject to this Agreement or
any  replacement  Shares shall be marked on the face thereof with the  following
legend:


                    "THE SHARES  REPRESENTED BY THIS  CERTIFICATE ARE SUBJECT TO
                    AN IRREVOCABLE  PROXY AND VOTING  AGREEMENT  BETWEEN CARMINE
                    STELLA,   ANTHONY   STELLA,   MONTY   MATRISCIANI,   MICHAEL
                    MATRISCIANI,  DANIEL MATRISCIANI, ALEX MATRISCIANI,  CAPITAL
                    BEVERAGE  CORPORATION AND PROSPECT BEVERAGE  CORPORATION,  A
                    COPY OF WHICH  AGREEMENT  MAY BE EXAMINED  AT THE  PRINCIPAL
                    OFFICE OF THE COMPANY."


     (d) In the event that any provision or portion of this Agreement shall, for
any reason, be held invalid,  unenforceable or contrary to law, the remainder of
such  provision and the  remaining  provisions  of this  Agreement  shall not be
affected but, rather,  shall remain in full force and effect. The parties hereto
agree  in such  event to  execute,  acknowledge  and  deliver  all such  further
documents  and to take all such further  action as may be necessary or desirable
to carry out and make  effective the terms,  conditions,  purposes and intent of
this  Agreement  including  the execution of any further  agreements  and voting
agreements,  the purpose of which shall  provide the voting  rights and benefits
contained in this Agreement.

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<PAGE>

     3.15 Governing Law;  Arbitration of Disputes.  This Agreement  shall in all
respects be governed by and construed in  accordance  with the laws of the State
of Delaware  applicable  to  agreements  made and fully to be  performed in such
state,  without giving effect to conflicts of law principles.  The parties agree
that any and all claims and  controversies  arising under this Agreement will be
resolved by arbitration in accordance with the terms and conditions of the Asset
Purchase Agreement.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
as of the day and year first above written.


                                       CAPITAL BEVERAGE CORPORATION


                                       By:/s/ Carmine Stella
                                          ---------------------
                                          Name: Carmine Stella
                                          Title:   President


                                       PROSPECT BEVERAGE CORPORATION


                                       By: /s/ Monty Matrisciani
                                           ----------------------
                                           Name:  Monty Matrisciani
                                           Title:   President


                                       PROSPECT STOCKHOLDERS:



                                       /s/ Monty Matrisciani
                                       ----------------------
                                           Monty Matrisciani

                                       /s/ Michael Matrisciani
                                       -----------------------
                                           Michael Matrisciani

                                       /s/ Daniel Matrisciani
                                       -----------------------
                                           Daniel Matrisciani

                                       /s/ Alex Matrisciani
                                       -----------------------
                                           Alex Matrisciani


                                       THE CAPITAL STOCKHOLDERS:


                                       /s/ Carmine Stella
                                       ---------------------
                                           Carmine Stella


                                       /s/ Anthony Stella
                                       ---------------------
                                           Anthony Stella



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