COMMERCIAL CORP. GUARANTY

EXHIBIT 10.17

FTC

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COMMERCIAL CORP.

GUARANTY

Los Angeles, California

For good and valuable consideration, the receipt and sufficiency of which is

hereby acknowledged, ANTIK DENIM, LLC (hereinafter referred to as "Guarantor")

hereby unconditionally and irrevocably delivers this Guaranty to FTC COMMERICAL

CORP. (hereinafter referred to as "FTC") and hereby unconditionally and

irrevocably guarantees to FTC, and any transferee of this Guaranty or of any

liability guaranteed hereby, the full and prompt payment and performance of all

present and future liabilities, obligations and indebtedness of BLUE HOLDINGS,

INC. (hereinafter referred to as the "Principal") to FTC irrespective of their

nature, the time they arise, when due, whether absolute or contingent,

liquidated or unliquidated, legal or equitable, whether the Principal is liable

individually or jointly or with others, and whether recovery thereof is or

becomes barred by a statute of limitations or otherwise becomes unenforceable

(individually a "liability" and collectively the "liabilities"). This Guaranty

is a guaranty of prompt payment and performance (and not merely a guaranty of

collection). If any liability guaranteed hereby is not paid or performed when

due, Guarantor hereby agrees to and will immediately pay or perform same,

without resort by the holder thereof to any other person or party.

The liabilities include all renewals or extensions in whole or in part of any of

liabilities and include all present and future obligations and liabilities of

the Principal to FTC under the Factoring Agreement and the Inventory Loan

Facility Agreement both of even date herewith and various related instruments,

documents and agreements, as amended, modified or supplemented from time to time

(hereinafter collectively and separately referred to as the "Factoring

Agreements") between FTC and the Principal and the full performance by Principal

of all things to be done by Principal pursuant to the Factoring Agreements and

shall further include any and all damages, losses, costs, interest, charges,

attorney's fees and expenses of every kind, nature and description suffered or

incurred by FTC, arising in any manner out of or in any way connected with, or

growing out of, the liabilities. As used herein, the term person includes

natural persons, partnerships, limited liability companies, trusts, and

incorporated and unincorporated entities and associations of every kind.

The obligation of Guarantor to FTC hereunder is primary, unlimited, absolute and

unconditional. Any payment of Guarantor hereunder may be applied to any of the

liabilities which FTC may choose. The obligation of Guarantor hereunder is in

addition to and shall not prejudice or be prejudiced by any other agreement,

instrument, surety, security or guaranty (including any agreement, instrument,

surety or guaranty signed by Guarantor) which FTC may now or hereafter hold

relative to any of the liabilities. Guarantor, if more than one, shall be

jointly and severally liable hereunder and the term "Guarantor" wherever used

herein shall mean the undersigned or any one or more of them. Any entity signing

this Guaranty shall be bound hereby, whether or not any other entity signs this

Guaranty at any time.

FTC and Guarantor acknowledge that there may be future advances by FTC to the

Principal (although FTC may be under no obligation to make such advances) and

that the number and amount of the liabilities are unlimited and may fluctuate

from time to time hereafter. Guarantor expressly agrees that Guarantor's

obligation hereunder shall remain absolute, primary and unconditional

notwithstanding such future advances and fluctuations, if any, and agree that,

in any event, this Guaranty is a continuing guaranty and shall remain in force

at all times hereafter, whether there are any liabilities outstanding or not,

until all originals hereof are returned to Guarantor by FTC or until a written

notice from Guarantor terminating this Guaranty has been received and

acknowledged by FTC, but such termination shall not release Guarantor from

liability for payment of (i) any and all liabilities (as hereinbefore defined)

then in existence, (ii) any renewals or extensions thereof, in whole or in part,

whether such renewals or extensions are made before or after such termination,

and (iii) any damages, losses, costs, interest, charges, attorney's fees or

expenses then or thereafter incurred in connection with said liabilities or any

renewals or extensions thereof.

As security for the payment of the liabilities and the obligations of Guarantor

hereunder, Guarantor hereby assign and grant a security interest to FTC in (i)

any existing or hereafter created lien or security interest in favor of

Guarantor in any property of the Principal; and (ii) all property of Guarantor

in or coming into the possession, control, or custody of FTC, or in which FTC

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has or hereafter acquires a lien, security interest, or other right. Guarantor

hereby agree that any rights Guarantor may now or hereafter have in any

collateral securing any of the liabilities or against the Principal or any

property of the Principal, including rights arising by virtue of subrogation or

otherwise, shall be subordinate and junior to FTC's rights to said collateral or

property and to FTC's indefeasible right to the prior payment of the

liabilities. Guarantor further authorize FTC, without notice or demand, to apply

any indebtedness due or to become due to Guarantor from FTC in satisfaction of

any of the liabilities and Guarantor's obligations hereunder, including, but not

limited to, the right to set-off against any deposits of Guarantor with FTC.

Guarantor hereby consents and agrees that, at any time or times, without notice

to or further approval of Guarantor or the Principal, and without in any way

affecting the obligations of Guarantor hereunder, FTC may, with or without

consideration, (i) release, compromise, or agree not to sue, in whole or in

part, the Principal, Guarantor or any other obligor, guarantor, endorser or

surety of the Factoring Agreements any of the liabilities; (ii) waive, rescind,

renew, extend, modify, increase, decrease, delete, terminate, amend; or

accelerate in accordance with its terms, either in whole or in part, the

Factoring Agreements or any of the terms thereof, any of the liabilities, or any

agreement, covenant, condition, or obligation of or with the Principal,

Guarantor, or any other obligor, guarantor, endorser or surety upon the

Factoring Agreements and any of the liabilities; and (iii) apply any payment

received from the Principal, Guarantor or any other obligor, guarantor, endorser

or surety upon any of the liabilities to any of the liabilities which FTC may

choose.

Guarantor hereby consents and agrees that FTC may at any time, either with or

without consideration, surrender, release or receive any property or other

security of any kind or nature whatsoever held by it or any person on its behalf

or for its account securing any indebtedness of the Principal or any liability,

or substitute any collateral so held by FTC for other collateral of like kind,

or of any kind, without notice to or further consent from Guarantor, and such

surrender, receipt, release or substitution shall not in any way affect the

obligation of Guarantor hereunder. FTC shall have full authority to adjust,

compromise and receive less than the amount due upon any such collateral, and

may enter into any accord and satisfaction agreement with respect to the same as

may seem advisable to FTC without affecting the obligation of Guarantor

hereunder, which shall remain absolute, primary and unconditional. FTC shall be

under no duty to undertake to collect upon such collateral or any part thereof,

and shall not be liable for any negligence or mistake in judgment in handling,

disposing of, obtaining, or failing to collect upon, or perfecting a s