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                   IRREVOCABLE PROXY COUPLED WITH AN INTEREST



Name of shareholder:  TRUSTEE,  Brace Foundation Trust

           This is to certify that the undersigned, a voting member of AQUA VIE
BEVERAGE CORPORATION, has designated THOMAS J GILLESPIE as his or her
representative in his sole discretion without any approval of the undersigned to
cast all votes and express all approvals or disapprovals that said member may be
entitled to cast or express at the all meetings of shareholders and/or
directors, and for all purposes provided by the Articles of Incorporation and
the By-Laws of the AQUA VIE BEVERAGE CORPORATION.

           This Proxy governs all Series B Preferred Shares owned or that may
become owned by the above named shareholder as well as any Common Shares or
other securities into which they may be converted.

           This Proxy applies to any securities of any parent, subsidiary or
affiliate of the Company which may be acquired by succession, exchange,
reorganization or otherwise pursuant to a merger or reorganization or exchange
pursuant to Sec. 251(g) of the Delaware Corporate Code or any other succession.

           This Proxy is irrevocable and is coupled with an interest for a
period of 10 years from the date of execution or until after the Company or its
successor or parent or affiliate is sold or liquidated or until the proxy is
cancelled by Thomas J. Gillespie.

           DATED this 14th day of October, 1998

                          /s/
                         ------------------------------
              Thomas B. Gillespie, Trustee, Brace Foundation Trust