Geerlings & Wade, Inc.

Exhibit 10.1

July 30, 2003

Xxxxxxxxx & Xxxx, Inc.

000 Xxxxxxxx Xxxxxx

Xxxxxx, XX 00000

Gentlemen:

Reference is made to that certain Credit Agreement dated as of February 24, 2003 among Xxxxxxxxx & Xxxx, Inc. (the “Company”) and Xxxx X. Xxxxxxx, Xx., Xxxxx X. Xxxxxx, Xxxx X. Xxxxxxx, Xxxxxx Xxxxx and Xxxxxx X. Xxxx as Lenders (as amended, restated, supplemented and otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein but without definition shall have the meanings ascribed to such terms in the Credit Agreement.

The Company has advised the Lenders that an Event of Default is in existence under Section 8.1.2 of the Credit Agreement as a result of the Company’s breach of each of the Current Ratio covenant contained in Section 6.6 of the Credit Agreement, the Quick Ratio covenant contained in Section 6.7 of the Credit Agreement and the EBIT covenant contained in Section 6.8 of the Credit Agreement for the month of June 2003 (the “Existing Event of Default”).

The Company has requested that (i) the Lenders waive the Existing Event of Default and (ii) the Lenders waive the requirement that the Company comply with the Current Ratio covenant contained in Section 6.6 of the Credit Agreement, the Quick Ratio covenant contained in Section 6.7 of the Credit Agreement and the EBIT covenant contained in Section 6.8 of the Credit Agreement for each of the months of July, August, and September 2003.

The undersigned Lenders hereby (i) waive the Existing Event of Default caused by the Company’s failure to comply with Sections 6.6, 6.7 and 6.8 of the Credit Agreement for the month of June 2003 and (ii) waive the requirement that the Company comply with Sections 6.6, 6.7 and 6.8 of the Credit Agreement for each of the months of July, August, and September 2003.

Except to the extent specifically described herein, this letter shall not constitute a waiver by the Lenders of any provisions of the Credit Agreement or any of the other Credit Documents, and the waivers contained herein shall not be construed as a waiver of any right or remedy on any future occasion.

Sincerely,

/s/ Xxxx X. Xxxxxxx, Xx.

Xxxx X. Xxxxxxx, Xx.

/s/ Xxxxx X. Xxxxxx

Xxxxx X. Xxxxxx

/s/ Xxxx X. Xxxxxxx

Xxxx X. Xxxxxxx

/s/ Xxxxxx Xxxxx

Xxxxxx Xxxxx

/s/ Xxxxxx X. Xxxx

Xxxxxx X. Xxxx

Acknowledged and Agreed:

XXXXXXXXX & XXXX, INC.

By:  /s/ Xxxx X. Xxxxxxxxx

Name: Xxxx X. Xxxxxxxxx

Title: Chief Executive Officer

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