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Exhibit 10.29
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
KENNETH H. CLOSE, an individual 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 dated July 28,
2003 (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.
<PAGE>
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 f
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