AMENDED AND RESTATED WORLDWIDE DISTRIBUTION AGREEMENT

<PAGE>
                                                                   Exhibit 10.10

NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH
PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A "[*]" IN PLACE OF THE REDACTED
LANGUAGE.


                              AMENDED AND RESTATED
                        WORLDWIDE DISTRIBUTION AGREEMENT

          AGREEMENT made as of the 16th day of April, 2001 (the "Agreement"), by
and between Great Spirits Company LLC (hereinafter referred to as "Great
Spirits"), a Delaware limited liability company having its principal place of
business at 1331 Lamar, Suite 1125, Houston, Texas 77010, USA, and Gaelic
Heritage Corporation Limited (hereinafter referred to as the "Supplier"), an
Irish corporation having its principal place of business at Institute Road,
Bailieboro, Co. Cavan, Republic of Ireland.

1.   Definitions: when used in this Agreement:

     (a) "Products" shall mean all items sold under the name "Celtic Crossing"
     including the current liqueur and any items subsequently added pursuant to
     Paragraph 10(b) below.

     (b) "Old Territory" shall mean the United States of America, Canada,
     Mexico, Puerto Rico, the Caribbean, including all islands situated between
     North and South America, and all United States territories and possessions,
     including duty free shops located therein, U.S. military bases (wherever
     located), and flights and cruises originating in any of the above-mentioned
     places.

     (c) "New Territory" shall mean the remainder of the world such that the Old
     Territory and the New Territory (collectively, the "Territory") shall mean
     the world and all commercial disposition of Products.

     (d) "Case" shall mean the various case sizes set forth in Exhibit A, which
     is attached and made part of this agreement, and any other configurations
     which Supplier and Great Spirits may subsequently agree to add.

     (e) "Royalty" for the purposes of this Agreement shall mean a payment on a
     per Case basis as set out in Exhibit B, which is attached to and made part
     of this agreement, and shall be payable in accordance with Paragraph 5(f).

     (f) "Brand" shall mean the Celtic Crossing brand and label, including
     tradename, trademark and tradedress.

2.   Sales of Ownership Rights and Product

     (a) Supplier has heretofore sold to Great Spirits 65% of the ownership of
     the Brand in the Old territory.

     (b) In consideration for services rendered, Great Spirits and the Supplier
     each assigned 5% of the Brand in the Old Territory to MHW, Ltd., with the
     result that the
<PAGE>
     Brand in the Old Territory is owned 60% by Great Spirits, 30% by the
     Supplier and 10% by MHW Ltd.

     (c) For a period of three years from the execution of this Agreement, Great
     Spirits will have the right, but not the obligation, to purchase 70% of the
     ownership of the Brand in the New Territory for Irish L140,000 (the
     "Purchase Option"). After the third anniversary of the execution of this
     Agreement, Great Spirits shall continue to have the right, but not the
     obligation, to purchase 70% of the ownership of the Brand in the New
     Territory, but the option price shall be adjusted from Irish L140,000 by
     the change from year to year of the Irish Consumer Price Index. In the
     event of such purchase, Supplier will execute and deliver such instruments
     as Great Spirits shall reasonably request to give full effect to such
     purchase and prior purchases.

     (d) In the event of the sale of the Brand rights by either Great Spirits or
     the Supplier, the non-selling party shall have (i) a pre-emptive right of
     first refusal to purchase the interest to be sold at the same price as the
     proposed sale and (ii) the right to sell alongside the other and share pro
     rata in the sales proceeds. MHW, Ltd. will not have the right to dispose of
     its interest in the Brand except in conjunction with a sale by Great
     Spirits and the Supplier. In the event of such sale, MHW, Ltd. will be
     required to sell and will be entitled to receive its pro rata share of the
     sales proceeds. In addition, upon a disposition of the Brand by the
     Supplier where Great Spirits retains its interest, Supplier shall either
     (i) continue to be fully obligated to supply Products hereunder without
     amendment to this Agreement or (ii) terminate the Agreement upon six-month
     notice and release the formula and right to produce the Products to Great
     Spirits as described in Paragraph 18.

     (e) Supplier shall not sell or encumber any interest in the Brand or make
     any assignment or take any other action which would limit Great Spirits'
     rights under this Section.

3.   Appointment

     (a) Supplier hereby appoints Great Spirits (itself or acting through Great
     Spirits' agents) as the sole and exclusive importer and distributor of the
     Products in the Territory. Supplier irrevocably grants Great Spirits (on
     the terms of this Agreement) sole and exclusive rights to use the Brand in
     the Territory.

     (b) Great Spirits and Supplier shall devise mutually acceptable methods of
     operation in order to expedite the production, shipment and handling of the
     Products so as to provide Great Spirits with timely supply of Products. The
     parties shall cooperate on other joint activities intended by this
     Agreement.

4.   Duration

     This Agreement shall continue until terminated in accordance with Paragraph
     11.


                                       2
<PAGE>
5.   Terms of Sale and Payment

     (a) Great Spirits shall provide Supplier with annual forecasts of
     requirements reflecting anticipated needs of Products by Case and type of
     bottle, such forecasts to be delivered to Supplier on or before the last
     day of February commencing with 2002. Great Spirits shall be obligated to
     order the aggregate amounts set forth in each such forecast within the year
     of such forecast. Payment shall be made as provided in (b) below.

     (b) Except as provided, all sales of the Products by the Supplier to Great
     Spirits shall be FOB Irish Port at the prices set in accordance with
     subsections 5(c),(d) and (e) and payment by Great Spirits for the Products
     shall be due 60 days from date of shipment by carrier designated by Great
     Spirits.

     (c) The prices at which Cases of Products will be sold by Supplier to Great
     Spirits during 2001 are set forth on Exhibit C which is attached to and
     made a part of this agreement.

     (d) For each year after 2001, Supplier, based upon the annual forecasts,
     shall seek to achieve reductions and savings in costs related to production
     and bottling of the Products. All such costs, reductions and savings shall
     be reflected in the price per Case of the Products. Supplier and Great
     Spirits shall cooperate to achieve the least expensive cost for the
     Products and shall mutually agree the prices at which Cases of Products
     will be sold by Supplier to Great Spirits.

     (e) At any time during the term of this Agreement, Supplier may decrease
     the prices of the Products. Such decrease in prices shall become effective
     upon Great Spirits receipt of written notice thereof.

     (f) Royalty payments in respect of Products purchased by Great Spirits
     pursuant to Paragraph 5 shall be paid at the same time as each purchase
     invoice is payable in respect of such Products.

6.   Marketing and Advertising; Additional Supplier Services

     (a) Great Spirits will work with the Supplier to develop mutually
     satisfactory marketing and advertising plans for the Products in the
     Territory. However, final authority on all matters relating to this plan
     will rest with Great Spirits. Marketing and advertising shall include all
     selling, marketing, promotion, commissions and administrative expenses,
     payments to MHW, Ltd. and travel and entertainment expenses related to the
     Products ("Marketing and Advertising Expenses"). (Marketing and Advertising
     Expenses related to other products which Great Spirits may sell will not
     qualify as Marketing and Advertising Expenses under this Agreement.) In
     2001 and 2002, Great Spirits will commit to expend at least 50% of gross
     profits (gross profits is defined as gross margin per Case multiplied by
     the number of Cases sold) from the sale of the Products in the Territory on
     Marketing and Advertising Expenses except to the


                                       3
<PAGE>
     extent necessary to pay members' tax obligations arising out of their
     interests in Great Spirits and to pay financing obligations of Great
     Spirits. Aside from the foregoing, Great Spirits shall have no other
     obligation with regard to marketing and advertising.

     (b) At the election of Great Spirits, Supplier will provide shipping and
     invoicing services from bond to bond. Great Spirits shall provide Supplier
     with customers' duty and excise number and all other relevant information
     and documents as deemed necessary in order to execute shipment. Supplier
     shall receive mutually agreed upon fees for such services. Great Spirits
     shall indemnify Supplier from all duty and VAT liability for Products
     shipped pursuant to this Section 6(b).

7.   Representation and Warranties of Great Spirits

     Great Spirits represents, warrants and covenants, during the term of this
     Agreement, to Supplier as follows:

     (a) Great Spirits or its agents shall be a duly licensed importer of
     alcoholic beverages and shall have at the time of signing this Agreement,
     in full force and effect, such federal, state and local licenses as may be
     necessary to conduct its business as an importer and marketer of alcoholic
     beverages.

     (b) Great Spirits shall submit to the Supplier:

          (i) Annual sales reports showing the performance of each Product in
          the Territory.

          (ii) Annual reports showing the amount and allocation of expenditures
          on Marketing and Advertising Expenses. Upon written request, the
          Supplier shall have the right to verify these expenditures.