0000922423-07-000466 Sample Contracts

GUARANTY
Guaranty • April 5th, 2007 • New World Brands Inc • Wholesale-beer, wine & distilled alcoholic beverages • Maryland

THIS GUARANTY (this “Guaranty”) is made as of March 30, 2007 by QUALMAX, INC., a Delaware corporation having its principal place of business at 340 West Fifth Avenue, Eugene, OR 97401 (“Guarantor”), to and for the benefit of P&S SPIRIT, LLC, a Nevada limited liability company, having an address at 2700 Lighthouse Point East, Suite 626, Baltimore, MD 21224 (“Lender”).

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COLLATERAL PLEDGE AGREEMENT
Collateral Pledge Agreement • April 5th, 2007 • New World Brands Inc • Wholesale-beer, wine & distilled alcoholic beverages • Maryland

This Collateral Pledge Agreement (“Agreement”) dated March 30, 2007, is made by QUALMAX, INC., a Delaware corporation having its principal place of business at 340 West Fifth Avenue, Eugene, OR 97401 (“Pledgor”) in favor of P&S SPIRIT, LLC, a Nevada limited liability company, having its principal office at 2700 Lighthouse Point East, Suite 626, Baltimore, MD 21224 (“Secured Party”).

TERM LOAN AND SECURITY AGREEMENT By and between NEW WORLD BRANDS, INC. as Borrower P & S SPIRIT, LLC as Lender March 30, 2007
Term Loan and Security Agreement • April 5th, 2007 • New World Brands Inc • Wholesale-beer, wine & distilled alcoholic beverages • Maryland

THIS TERM LOAN AND SECURITY AGREEMENT is entered into as of March 30, 2007, between NEW WORLD BRANDS, INC. a Delaware corporation (“Borrower”), and P & S SPIRIT, LLC, a Nevada limited liability company (“Lender”).

LIMITED GUARANTY
Limited Guaranty • April 5th, 2007 • New World Brands Inc • Wholesale-beer, wine & distilled alcoholic beverages • Maryland

THIS LIMITED GUARANTY (this “Guaranty”) is made as of March 30, 2007 by M. DAVID KAMRAT, individually, having his residence at 5194 Solar Heights, Eugene, OR 97405 (“Guarantor”), to and for the benefit of P&S SPIRIT, LLC, a Nevada limited liability company, having an address at 2700 Lighthouse Point East, Suite 626, Baltimore, MD 21224 (“Lender”).

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