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Exhibit 10.24
GUARANTY AGREEMENT
IN CONSIDERATION of the sum of $1.00, and other good and
valuable
consideration, the receipt of which is hereby acknowledged, and
to induce
NEXCOMM INTERNATIONAL BEVERAGE, LLC, a Connecticut limited
liability company,
having a place of business at 59 Old Post Road, Southport,
Connecticut 06490
(hereinafter called "Holder") to enter into a certain Secured
Convertible Note
and Agreement (the "Note"), providing for the loan and advance
to Maxmillian
Partners LLC, (the "Borrower"), of financing payable six (6)
months thereafter
in the maximum amount of $200,000.00, the undersigned DRINKS
AMERICAS, INC., a
Delaware, a Delaware Corporation, having a principal place of
business at 372
Danbury Road, Wilton, Connecticut 06897 (hereinafter referred to
as
"Guarantor"), hereby absolutely and unconditionally guarantees
to Holder and to
its successors and assigns, the prompt payment and performance
by Borrower of
the Note and the related security agreement delivered to Holder,
and the payment
and performance by MAXMILLIANS MIXERS LLC, a Delaware limited
liability company,
of its similar guaranty and security agreement issued in
connection with the
Note (collectively, the "Obligations"), and does hereby agree
that if the
Obligations is not paid in accordance with the terms thereof,
the Guarantor will
immediately pay to Holder the same, together with all costs and
expenses,
including attorney's fees, incurred by Holder and arising in any
manner out of
or in any way connected with the enforcement of this Guaranty.
This Guaranty is
secured by Guarantor pursuant to the terms of a Security
Agreement delivered by
Guarantor, and by a similar guaranty and security agreement
delivered by
Maxmillians Mixers LLC and the security agreement of Borrower,
all of even date.
1. Payment and Performance. Guarantor does hereby fully
guarantee to Holder
that Borrower and/or Maxmillians Mixers LLC shall make due and
punctual
payment of their respective Obligations, when due and payable,
together
with all other sums and charges which may at any time be due
and
payable under the Note or respective Guaranty Documents, and any
and
all indebtedness, advances, debts, obligations, and liabilities
of
Borrower or Drinks America, Inc., heretofore, now, or hereafter
made,
incurred, or created and resulting from the provisions therein,
whether
voluntary or involuntary and however arising, absolute or
contingent,
liquidated or unliquidated, determined or undetermined, whether
or not
such indebtedness is from time to time reduced or extinguished
and
thereafter increased or incurred or whether Borrower may be
liable
individually or jointly with others.
If Borrower or Maxmillians Mixers LLC shall at any time fail to
make
any such payments, then without requiring any notice from Holder
and
without requiring Holder to take any action against Borrower
therefor,
Guarantor shall make such payment or payments to Holder, this
Guaranty
being a guaranty of payment, and not of collection, and
Guarantor
shall, at Guarantor's sole cost and expense, promptly,
diligently and
continuously perform all such obligations, covenants and
conditions.
2. Indemnification. Guarantor shall, without requiring any
notice from Holder
and without requiring Holder to take any proceedings against
Borrower
or Drinks America, Inc, at Guarantor's sole cost and expense for
all
direct and indirect costs, fully indemnify, save and hold
harmless
Holder from all cost and damage which Holder may suffer by
reason of
any failure by Borrower or Maxmillians Mixers LLC to fully
reimburse
and repay to Holder any and all costs and expenses which Holder
may
incur arising from any such failure of payment, and from any and
all
loss, liability, expense, including legal fees and cost of
litigation,
and damage, suffered or incurred by Holder in enforcing and
procuring
the performance of this Guaranty and the Obligations guaranteed
hereby.
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3. Interest. All amounts due hereunder from Guarantor to Holder
shall bear
interest from the date such amount first becomes due until paid
at the
at the lower of (a) the highest rate allowed by applicable law,
or (b)
one and one-half (1.5%) percent per month.
4. No Impairment of Guaranty. Holder, without notice to or the
consent of
Guarantor, at any time and from time to time, may:
a. agree to any amendment or modification of the Note, including
any
change in the amount of the Note or any terms thereof, or the
time
or manner of payment;
b. delay or fail to exercise
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