Exhibit 10.28

                               SECURITY AGREEMENT

         Security Agreement, dated as of July 28, 2003 (the "Security
  Agreement"), by and between KENNETH H. CLOSE, an individual having a place of
  business in Southport, Connecticut (hereinafter the "Secured Party"), and
  DRINKS AMERICAS, INC., a Delaware corporation having a principal place of
  business in Wilton, Connecticut (hereinafter the "Debtor").

                                     RECITAL

        The background of the Security Agreement is that Debtor has delivered
 its Guaranty to the Secured Party pursuant to the terms and conditions
 contained in a certain Secured Convertible Noted and Agreement (the "Note")
 issued by Maxmillian Partners LLC ("Borrower") in the original maximum
 principal amount of Two-Hundred Thousand ($200,000.00) Dollars, to the Secured
 Party as of the date hereof. All capitalized terms not otherwise defined herein
 shall have the definitions ascribed to such terms in the Note. The Note
 provides, inter alia, that the Note is to be secured by the Security Agreement
 of Borrower, and by the Guaranties of Debtor and Maxmillians Mixers LLC,
 (collectively "Guarantors"), which Guaranties are to be secured by security
 interests in and to the assets of each of said Guarantors in accordance with
 security agreements similar in form to that delivered by Debtor (the Guarantees
 and the security agreements of the Guarantors are collectively referred to as
 the "Guaranty Documents"). The security interest granted in this Security
 Agreement is granted by Debtor to secure each of the payment and performance
 obligations of Borrower arising under the Note and the security agreement of
 Borrwer, and the payment and performance obligations by the respective
 Guarantors under the Guaranty Documents (collectively as to Debtor, the
 "Obligations")

          1. Grant of Security Interest. Debtor, for value received, hereby
 grants to Secured Party, a continuing security interest in the following
 property now or hereafter owned by Debtor (the "Collateral") to secure the
 payment and performance obligations of the Borrower, as more specifically set
 forth in the Note, and the payment and performance obligations of the
 Guarantors as set forth in the Guaranty Documents.

              (a) the property described in Schedule "A" annexed hereto and made
a part hereof;

              (b) all property, goods and chattels of the same classes as those
          set forth in Schedule "A" acquired by the Debtor subsequent to the
          execution of this Agreement and prior to its termination;

              (c) proceeds of the Collateral; and

              (d) all increases, substitutions, replacements, additions and
          accessions to the Collateral, other than with respect to any motor
          vehicles or replacements which are subject to a purchase money
          security interest of any other party at the time such same are
          acquired; and (ii) from which products and proceeds shall not serve as
          Collateral hereunder to the extent utilized to acquire other motor
          vehicles to be used by Debtor.
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       2. Ownership of Collateral. Debtor represents that it has good title to
 all property described in Schedule "A", subject only to the prior secured
 interest of Debtor's institutional lender in respect of indebtedness relating
 to the acquisition by Debtor of the Assets from Seller, or any amendments
 modifications, renewals, or refinancing of such indebtedness (the "Lender");
 that it has the right to convey a security interest in such Collateral to the
 Secured Party; and that except for the Lender, no other person has or purports
 to have any right, title, lien, encumbrance, adverse claim, or interest in such
 property except as disclosed in writing to, and accepted in writing by, the
 Secured Party. Debtor further represents and warrants that (i) all action
 necessary to enable Debtor to execute this Security Agreement and the Note and
 to perform same in accordance with their respective terms, including the grant
 of the security interest herein, has been taken, (ii) that no consent of any
 party is required for the execution, delivery and performance by Debtor of this
 Security Agreement and the Note, (iii) that this Security Agreement and the
 Note constitute the valid binding and enforceable obligation of Debtor; (iv)
 that the execution and performance of this Security Agreement and the Note by
 the Debtor will not result in any violation of any material agreement,
 indenture or other instrument to which Debtor is a party or any judgment
 decree, order, law or regulation applicable to Debtor; and (v) that the
 security interest granted pursuant to this Security Agreement, upon due filing
 of the appropriate financing statement will constitute a valid and perfected
 security interest.

        3.Use of Collateral.

          Debtor represents that the Collateral has been acquired and is used by
 the Debtor, or will be acquired and will be used by Debtor, for the purpose of
 operating the business of the Debtor (the "Use").

        4.Acts to Be Performed by Debtor.

          Debtor agrees as follows:

              (a) Payment and Performance. Debtor shall pay and perform all of
 the Obligations secured by this Security Agreement according to their terms.

              (b) Further Assurances. Debtor shall defend the title to the
 Collateral against all persons and against all claims and demands whatsoever,
 and shall indemnify Secured Party for all costs, fees, and expenses incurred in
 connection with such claims and demands. On demand by Secured Party, Debtor
 shall (i) furnish further assurance of title, (ii) execute any written
 instrument or do any other acts necessary to make effective the purposes and
 provisions of this Security Agreement, and (iii) execute any financing
 statement instrument or statement required by the Secured Party or by law or
 otherwise in order to perfect or continue the security interest of the Secured
 Party in the Collateral free of all other liens, claims and rights of any third
 parties whatsoever except as provided herein.

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              (c) Possession and Removal. Debtor may remain in possession of the
 Collateral until and unless Debtor shall be in default under this Security
 Agreement, provided Debtor shall not permit the Collateral to be removed from
 its present location(s) without consent of the Secured Party.

              (d) Sale and Exchange. Debtor shall not, without the written
 consent of the Secured Party, sell, exchange, contract to sell, lease, encumber
 or transfer the Collateral, and whether or not such consent has been obtained,
 the proceeds of such sale, exchange, or transfer shall be applied to the
 obligations secured by this Security Agreement, or become subject to the
 security interest of this Security Agreement, provided, however that nothing
 herein shall be construed to prohibit the sale of Collateral in the ordinary
 course of the Business; or

                   (i) Simultaneously with or prior to such removal any such
 Collateral (to the extent the Collateral may be susceptible of removal) such
 Collateral shall be replaced with other property of a value at least equal to
 that of the replaced Collateral and shall be free from any security interest or
 other encumbrance and from any reservation of title, and by such removal and
 replacement Debtor shall be deemed to have subjected such replacement property
 to this Agreement, or

                   (ii) Any net cash proceeds received from such disposition
 (other than from the collection of accounts receivable in the ordinary course
 of business) shall at the election of the Secured Party, be paid over promptly
 to the Secured Party to be held as security for the performance and payment of
 all obligations secured by this Agreement according to their terms or applied
 to the payment thereof.

              (e) Certain Acts Required.

                   (i) Proper Care and Inspection. Debtor shall maintain the
 Collateral in good and saleable condition and repair, and shall clean, shelter,
 and otherwise deal with the Collateral in all such ways as are considered good
 practice by owners of like property. Debtor shall use the Collateral lawfully
 and only as permitted by the policies of insurance required in accordance with
 Paragraph 4(e)(ii), below.

                   (ii)  Insurance.

                  (A) Debtor shall keep the Collateral insured for the benefit
of Secured Party against loss by fire and other casualties or risks in such form
and amount, and with such companies, as may be required by Secured Party. Such
insurance policies shall name the Secured Party as an additional insured under
such policies. Debtor agrees to deliver the insurance policies to Secured Party
upon request therefor, and Debtor hereby appoints the Secured Party the attorney
for the Debtor in obtaining, adjusting and canceling any such insurance with
respect to the Collateral and in endorsing settlement drafts, and hereby assigns
to the Secured Party all sums which may become payable under such insurance,
including return premiums and dividends, which sums shall serve as additional
security for the indebtedness, provided, however, that in the absence of any
default hereunder or under the Note, Debtor shall have the right to expend such
sums paid by any insurer as a result of any casualty or loss to the Collateral
for any like Collateral, which such like Collateral shall be secured hereunder.
Debtor shall give immediate written notice to the Secured Party and to insurers
of loss or damage to the Collateral and shall promptly file proofs of loss with
insurers.

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<PAGE>

                  (B) Debtor shall maintain comprehensive general liability
insurance in respect of the Use for at least One Million ($1,000,000.00) Dollars
combined single limit for bodily injury and property damage, naming the Secured
Party as an additional insured. All policies of insurance shall provide for at
least thirty (30) days written cancellation notice to the Secured Party. The
Secured Party shall be named as a loss payee, as its interest may appear, and at
the request of the Secured Party shall be delivered to the Secured Party to be
held by it.

                   (iii) Encumbrances and Taxes. Debtor shall keep the
 Collateral free from all prior security interests, liens, claims, charges, and
 encumbrances other than the security interest previously granted to Nexcomm
 International Beverage, LLC, in accordance with a security agreement, dated
 April 8, 2003, and shall pay when due all taxes and assessments relating to the
 Collateral.

                   (iv) Information. Debtor will keep at its address set forth
 in the first paragraph of the Security Agreement, its records concerning the
 Collateral and promptly make such records available for inspection by the
 Secured Party upon request. Debtor shall furnish promptly to Secured Party any
 other information which the Secured Party may reasonably require, and Debtor
 hereby represents and warrants that its records concerning the Collateral and
 any such information at any time supplied to Secured Party (including, but not
 limited to, the value and condition of the Collateral, and the accuracy of any
 financial statements) is (or will be) true and accurate in all material
 respects.

                   (v) Notification of Change. Debtor shall notify Secured Party
 promptly of any change in the location of the Collateral, Debtor's place or
 places of business, or Debtor's mailing address.

                   (vi) Debtor shall use the Collateral solely for the Use
 described in Paragraph 3.

                   (vii) Debtor shall not use or maintain the Collateral in any
 manner prohibited by any terms of any insurance policies covering such
 Collateral, any state, federal or local law or ordinance or in any manner which
 may give rise to any claims or rights of third parties against the Collateral.

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<PAGE>

                   (viii) Debtor shall indemnify and hold Secured Party harmless
 from and against any loss, liability, damage, cost and expense whatsoever
 arising from Debtor's use, operation, ownership or possession of the
 Collateral, except for such loss, cost or expense resulting from the Secured
 Party's gross negligence or willful misconduct.

                   (ix) Debtor shall promptly notify the Secured Party of any
 event causing material loss, theft, damage, destruction or depreciation of the
 Collateral, and the amount thereof, as well as any other matters affecting the
 value, enforceability or collectability of any of the Collateral, which notice
 shall be delivered immediately upon Debtor's knowledge of any such event.

                   (xi) Debtor shall pay all costs, including but not limited
 to, reasonable attorneys fees, incurred by the Secured Party in connection with
 the perfection, continued perfection, and preservation of its interests in the
 Collateral, and shall reimburse the Secured Party, on demand, for all of the
 Secured Party's expenses and costs, including reasonable fees and expenses of
 its counsel, in connection with the enforcement of this Security Agreement or
 any proceeding brought or threatened to enforce payment of any of the
 obligations arising hereunder, or in prosecuting or defending against any
 actions or proceedings commenced under the United States Bankruptcy Code, as
 amended, or under any similar state law or regulation.


              (f) Failure to Perform Acts.

                   (i) Performance by Secured Party. Upon failure by the Debtor
 to perform any of the acts to be performed by Debtor in accordance with
 Paragraph 4(e) above, the Secured Party shall be authorized and shall have the
 option to perform any and all of said acts in any manner deemed proper by the
 Secured Party, without waiving any rights with respect to the enforcement of
 this Agreement.

                   (ii) Advances Secured. Any and all reasonable expenses
 (including, without limitation, counsels' fees, the cost of insurance, and
 payment of taxes or other charges) paid by the Secured Party in respect of the
 Collateral shall be deemed advanced to the Debtor by the Secured Party as part
 of the Obligations, and shall be secured by the security interest granted in
 this Security Agreement.


        5.Default. At the option of the Secured Party, the Obligations secured
 under this Agreement shall become immediately due and payable in full upon the
 happening of one or more of the following events ("Events of Default"):

              (a) If there shall occur an event of default in the Obligations;

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<PAGE>

              (b) There shall occur any failure to make payment of any amount
 due and payable pursuant to this Security Agreement when due, and such failure
 shall continue for a period in excess of ten (10) days after written notice, or
 if there shall occur any other breach, or the failure to perform, any covenant,
 condition or provision of the this Security Agreement and such breach or
 failure continues for a period in excess of thirty (30) days following the date
 of written notice of such breach or failure; provided, however, that in the
 event such breach or notice is not susceptible of cure within said thirty (30)
 day period, then within such additional reasonable period as may be required to
 cure such breach or failure; further provided, such cure shall have been
 diligent commenced during said initial thirty (30) day period.

              (c) In the event any representation set forth in this Security
 Agreement shall be false, or if any warranty herein shall be breached.

              (d) If the Debtor shall fail to comply with any statute,
 requirement, rule, regulation, order or decree, of any federal, state,
 municipal or other governmental authority relating to the Collateral which
 impairs the security interest granted hereunder.

              (e) If the Collateral or any portion thereof, or any interest of
 the Debtor therein, shall be levied upon or attached by virtue of an execution
 issued upon any judgment or a writ of attachment or any other process, and not
 released within sixty (60) days.

              (f) If there shall be filed by the Debtor, or any other party
 against the Debtor, in any court pursuant to statute, either of the United
 States or any state, a petition in bankruptcy or insolvency or for
 reorganization, or for the appointment of a receiver or trustee of all or any
 portion of the Debtor's property, or in the event there shall be any assignment
 by the Debtor for the benefit of creditors; provided, however, that in the
 event such a petition shall be involuntary, no default shall be deemed to have
 occurred hereunder unless such petition is not dismissed within sixty (60) days
 following the commencement of any such proceedings against Debtor.

       6. Remedies Upon Default.

              (a) General. In the event there shall occur any default under this
 Security Agreement which is not cured within ten (10) days following written
 notice thereof from Secured Party to Debtor, the Secured Party shall have in
 addition to those provided in this Security Agreement, all rights and remedies
 available to a secured party upon default as provided in the Uniform Commercial
 Code.

              (b) Notice to Accounts. Upon the occurrence of an Event of Default
 hereunder, Debtor shall, at the request of the Secured Party, notify and direct
 its current and future account debtors to remit all amounts then owed or
 thereafter owing to the Debtor to a post office box established and rented by
 the Secured Party, and in which the Secured Party shall have exclusive and
 unrestricted access thereto, all of the express purpose of instituting and
 maintaining a lock box arrangement in respect of Debtor's accounts. The Debtor

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<PAGE>

 hereby constitutes the Secured Party or its designee as Debtor's
 attorney-in-fact with power to endorse Debtor's name upon any notes,
 acceptances, checks, drafts, money orders or other instruments or forms of
 payment that may come into the Secured Party's possession; to sign Debtor's
 name on any invoice or bill of lading relating to any of its accounts, drafts
 against the Debtor's account debtors, assignments and verifications of its
 accounts and notices to the Debtor's account debtors; to notify the Post Office
 authorities to change the address for delivery of mail addressed to the Debtor
 to such address as the Secured Party may designate; and to do all other acts
 and things necessary to carry out a lock box facility. All acts of said
 attorney or designee are hereby ratified and approved, and said attorney or
 designee shall not be liable for any acts or omission or commission, nor for
 any error of judgment or mistake of act of law; this power being coupled with
 an interest is irrevocable while any obligations of the Debtor arising
 hereunder remain unsatisfied. In addition, upon the occurrence of any Event of
 Default hereunder, or if the Secured Party shall have any reason to believe
 that not all of Debtor's accounts are being paid into such lock boxes, Secured
 Party may itself so notify the account debtors of the Debtor, without notice to
 the Debtor, and direct any and all such accounts to remit such amounts owing
 under the accounts directly to the Secured Party. At its option and in its sole
 business judgment, the Secured Party may collect, bring suit, extend the time
 for payment of, compromise or settle for cash, credit or otherwise upon any
 terms, any of Debtor's accounts or any securities, instruments or insurance
 applicable thereto and/or release the obligor thereon. The Secured Party is
 authorized and empowered to undertake each and every of the foregoing acts
 without notice to or consent of the Debtor, all without discharging or in any
 way affecting Debtor's liability hereunder. Nothing herein contained shall be
 construed to constitute the Debtor as an agent of the Secured Party for any
 purpose whatsoever, and the Secured Party shall not be responsible or liable
 for any shortage, discrepancy, damage, loss or destruction of any part of the
 Collateral wherever the same may be located and regardless of the cause
 whereof, except to the extent same may result from the Secured Party's own
 gross negligence or willful misconduct. The Secured Party shall not under any
 circumstances or in any event whatsoever, have any liability for any error or
 omission or delay of any kind occurring in a settlement, collection or payment
 of any of Debtor's accounts or any instrument received in payment thereof or
 for any damage resulting therefrom. The Secured Party does not by anything
 herein or in any assignment or otherwise, assume any of Debtor's obligations
 under any contract or agreement, and the Secured Party shall not be responsible
 in any way for the performance by Debtor of any of the terms and conditions
 contained herein. At any time subsequent to the occurrence of any Event of
 Default hereunder, the Secured Party shall have the right to instruct the
 Debtor's accountants at Debtor's expense, to verify the balances outstanding on
 any and all of the accounts. Any checks, drafts, money orders, cash, items or
 other instruments processed in the accordance with the foregoing shall be
 applied as of the date received by the Secured Party to any unpaid balance of
 any of the obligations of the Debtor, including but not limited to the
 outstanding balance under the Note, subject to the Secured Party's right to
 debit any such unpaid balance for any dishonored checks, drafts, money orders,
 cash items, or instruments returned by the payor thereof.

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<PAGE>

              (c) Assembly of Collateral. In the event of default which is not
 cured as provided in Paragraph 6(a), above, the Debtor shall, upon request of
 the Secured Party, assemble the Collateral and make it available to the Secured
 Party at a place reasonably convenient to both parties designated by the
 Secured Party.

              (d) Notice of Disposition. If an event of default (as defined in
 Paragraph 6) has occurred under this Agreement, the Secured Party may sell the
 Collateral at a public or private sale for cash or otherwise. The Secured Party
 shall give the Debtor notice of the time and place of any public sale of any of
 the Collateral or of the time after which any private sale or any other
 intended disposition thereof is to be made by sending notice by first-class
 mail, postage prepaid and addressed to the Debtor at the latest address of
 Debtor appearing on the records of the Secured Party at least five (5) days
 before the time of the sale or other disposition, which provisions for notice
 the Debtor and Secured Party agree are reasonable.

              (e) Application of Proceeds. Any proceeds of any disposition of
 the Collateral, either in whole or in part, shall be applied by the Secured
 Party first to the payment of expenses in connection with the Collateral and
 the disposition thereof, including without limitation, reasonable counsels'
 fees and legal expenses, and any balance of such proceeds may be applied by the
 Secured Party to the payment of such of the Obligations secured by this
 Agreement, and in such order of application, as the Secured Party may from time
 to time elect.

              (f) Debtor hereby appoints the Secured Party as its agent and
 attorney in fact for the administration of this Agreement, including the sale
 of the Collateral upon default. Such appointment as attorney in fact shall be
 coupled with an interest and shall be irrevocable.

          7. Covenant to Pay Deficiency.

          In the event the sale or other disposition of the Collateral shall be
 insufficient to satisfy the obligations secured by this Agreement and the
 reasonable expenses of retaking, holding, preparing for sale, selling and the
 like, including without limitation, reasonable attorneys' fees and legal
 expenses incurred by the Secured Party in connection with this Agreement or the
 Obligations secured hereby, the Debtor shall be and remain liable for any and
 all of such deficiency.

          8. Miscellaneous.

              (a) Waiver of Certain Matters. The Debtor expressly waives all
 requirements of presentment, protest, notice of protest, notice of non-payment
 or dishonor.

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              (b) Non-Waiver of Certain Matters. Any failure by the Secured
 Party to exercise any right set forth in this Agreement shall not constitute a
 waiver thereof. Nothing in this Agreement or in the Obligations secured hereby
 shall preclude any other remedy by action or otherwise for the enforcement of
 this Agreement or for the payment in full of the Obligations hereby secured.


              (c) No Discharge. No party to this Agreement shall be discharged
 by any extension of time, additional advances, notice, renewals and extensions
 of the Note, the taking of further security, the extinguishment or release of
 the security interest as to all or any part of the Collateral, or any other act
 or omission, except by release or discharge of the security interest upon the
 full payment of the Obligations secured hereby.

              (d) Succession. This Agreement shall be binding upon and inure to
 the benefit of the respective successors and assigns of the Debtor and the
 Secured Party. Debtor may not assign its rights or obligations under this
 Agreement without the written consent of the Secured Party.

              (e) Notices. All notices, requests, demands and other
 communications made in connection with this Agreement shall be in writing and
 shall be deemed to have been duly given (a) on the date of delivery, if
 delivered to the persons identified below, (b) seven calendar days after
 mailing if mailed, with proper postage, by certified or registered mail,
 postage prepaid, return receipt requested, addressed as follows:

 If to the Secured Party

                  59 Old Post Road
                  Southport, Connecticut 06490
                  Attn: Kenneth H. Close

         With a copy to:

                  Samuel  Febbraio, Jr., Esq.
                  Berkowitz, Trager  & Trager, LLC
                  235 Post Road West
                  Westport, CT.  06880


 If to the Debtor:

                  372 Danbury Road
                  Wilton, Connecticut 06897
                  Attn:  J.Patrick Kenny

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<PAGE>

 With copy to:

                  Robert Shepard, Esq.
                  Ballon Stoll Bader and Nadler, PC.
                  1450 Broadway
                  New York, New York  10018-2268


 or (c) on the date of receipt if sent by telecopy, and confirmed in writing in
 the manner set forth in (b) on or before the next day after the sending of the
 telex or telecopy. Such addresses and numbers may be changed, from time to
 time, by means of a notice given in the manner provided in this Section.

              (f) Governing Law. The rights and duties of the parties under this
 Agreement shall be governed by the laws of the State of Connecticut applicable
 to contracts executed and to be wholly performed within such State, and Debtor
 hereby irrevocably consents to the jurisdiction and venue of all state and
 federal courts in the City of Hartford in any action based upon this Agreement.


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<PAGE>

        IN WITNESS WHEREOF, the undersigned have duly executed this Security
 Agreement as of the date set forth above.

                                            DEBTOR
                                            DRINKS AMERICAS, INC.


                                            By: /s/________________________
                                                   J. Patrick Kenny, Manager,
                                                   duly authorized


                                            SECURED PARTY


                                             /s/________________________
                                             Kenneth H. Close


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<PAGE>

                                   SCHEDULE A

        (1) All accounts, contract rights, instruments, documents, chattel
 paper, general intangibles (including, but not limited to choses in action, tax
 refunds, and insurance proceeds); any other obligations or indebtedness owed to
 Debtor from whatever source arising; all rights of Debtor to receive any
 payments in money or kind; all guaranties of the foregoing and security
 therefor; all of the right, title, and interest of Debtor in and with respect
 to the goods, services, or other property that gave rise to or that secures any
 of the foregoing and insurance policies and proceeds relating thereto, and all
 rights of Debtor as an unpaid seller or lessor of goods and services,
 including, but not limited to, the rights to stoppage in transit, replevin,
 reclamation, and resale; and all of the foregoing, whether now owned or
 existing or hereafter created or acquired.

        (2) All goods, merchandise, and other personal property now owned or
 hereafter acquired by Debtor that are held for sale or lease, or are furnished
 or to be furnished under any contract of service or lease or are raw materials,
 work-in-process, supplies, or materials used or consumed in Debtor's business,
 and all products thereof, and all substitutions, replacements, additions, or
 accessions therefor and thereto.

        (3) All inventory, machinery, equipment, furniture and fixtures, now
 owned or hereafter acquired by Debtor, and used or acquired for use in the
 business of Debtor, together with all accessions thereto and all substitutions
 and replacements thereof and parts therefore.

        (4) All cash or noncash proceeds of any of the foregoing, including
 insurance proceeds.

        (5) All ledger sheets, files, records, documents, and instruments
 (including, but not limited to, computer program, tapes, and related electronic
 data processing software) evidencing an interest in or relating to the above.

        (6) All instruments, documents, securities, property, and the proceeds
 of any of the foregoing, owned by Debtor or in which Debtor has an interest,
 which now or hereafter are at any time in the possession or control of Secured
 Party or in transit by mail or carrier to or in the possession of any third
 party acting on behalf of Secured Party, without regard to whether Secured
 Party received the same in pledge, for safekeeping, as agent for collection or
 transmission or otherwise or whether Secured Party had conditionally released
 the same.

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