Exhibit 10.26

                     SECURED CONVERTIBLE NOTE AND AGREEMENT

                                   $200,000.00

                             MAXMILLIAN PARTNERS LLC

                                  July 28, 2003


 THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
 AMENDED,  OR ANY  STATE  SECURITIES  LAWS.  THEY MAY NOT BE SOLD,  TRANSFERRED,
 PLEDGED,  HYPOTHECATED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION
 STATEMENT  AS TO THE  SECURITIES  UNDER  SAID  ACT  AND  ANY  APPLICABLE  STATE
 SECURITIES  LAWS OR THE  AVAILABILITY OF AN EXEMPTION FROM  REGISTRATION  UNDER
 SAID ACT.

 INVESTMENT  IN THE NOTE  HEREIN IS  SPECULATIVE  AND  INVOLVES A HIGH DEGREE OF
 RISK.  THE COMPANY IS IN ITS  DEVELOPMENT  STAGE,  HAS NO HISTORY OF  REVENUES,
 EARNINGS OR SIGNIFICANT OPERATIONS, AND IS SUBJECT TO ALL THE RISKS INHERENT IN
 A NEW BUSINESS  ENTERPRISE.  NO  INVESTMENT  IN THE NOTES SHOULD BE MADE BY ANY
 PERSON WHO IS NOT IN A POSITION TO LOSE THE ENTIRE AMOUNT OF SUCH INVESTMENT.

                                    RECITALS

        WHEREAS,  Maxmillian  Partners LLC (the "Borrower"),  a Delaware limited
 liability company, operating pursuant to a certain Amended and Restated Limited
 Liability  Company  Agreement,  dated as of September 24, 2002 (the  "Operating
 Agreement"); and

        WHEREAS, Borrower requires short-term working capital in connection with
 current  operations,  and Kenneth H.  Close,  an  individual  having a place of
 business in Southport,  Connecticut ("Holder"),  has agreed to lend to Borrower
 $200,000,  upon the terms stated herein,  including without limitation Holders'
 right, but not the obligation, prior to repayment, to convert all, or such part
 as Holder shall elect, of the principal amount due hereunder, together with the
 interest then accrued  thereon,  into additional units of the Company issued in
 connection   with  any   subsequent   capital   financing  of  the  Company  (a
 "Financing"),  or such other equity securities, as shall be sold by Borrower in
 connection with the completion of the Financing, if any, upon the same terms as
 are offered to investors  generally.  Holder shall be issued warrants for units
 in the  Borrower  ("Principal  Warrants"),  together  with  certain  contingent
 warrants to be issued in the event of a default hereunder ("Default  Warrants",
 and together with the Principal Warrants, referred to herein and therein as the
 "Warrants"),  all in accordance with the terms of the Convertible  Note Warrant
 Agreement ("Warrant Agreement"), of even date herein

<PAGE>

         FOR  VALUE  RECEIVED,  MAXMILLIAN  PARTNERS  LLC,  a  Delaware  limited
liability  company,  having a principal  place of business at 372 Danbury  Road,
Suite 163, Wilton,  Connecticut (the "Borrower"),  promises to pay to KENNETH H.
CLOSE  (the  "Holder")  at the  offices  of the  Holder  located  in  Southport,
Connecticut, or at such other place as Holder shall designate, the principal sum
of Two Hundred Thousand and 00/100 Dollars  ($200,000.00) or, if then prepaid in
part, the outstanding principal amount, on January 25, 2004 ("Expiration Date"),
together with interest  accrued upon the outstanding  principal  amount advanced
hereunder  from time to time,  calculated on the basis of a 360-day year for the
actual  number of days elapsed,  at the rate of eight (8%) percent  (Interest"),
from the date of this Secured Convertible Note and Agreement (the "Note"), until
the Expiration Date. In no event shall the Interest hereunder exceed the maximum
rate  permitted  by  applicable  law.  Any payment in excess of the maximum rate
shall be deemed a prepayment of  principal.  Each payment shall be applied first
to the payment of Interest and then to the payment of principal.  In addition to
the other remedies  available to Holder herein,  and the Default  Adjustment set
forth in the  Warrant  Agreement  issued by  Borrower  to  Holder in  connection
herewith, in the event of default, the Interest applicable to this Note shall be
3% above  that rate  herein,  before as well as after  judgment,  order or other
determination.  The  principal  amount of this Note shall be  advanced  upon the
request of the Borrower,  and at the sole discretion of the Holder in accordance
with the conditions  herein.  The proceeds of this Note shall be used for normal
short-term working capital needs of the Borrower.

                                   ARTICLE ONE
                                   PREPAYMENT

        This Note shall not without the prior written consent of the Holder,  be
 subject to prepayment in whole or in part by Borrower, at any time prior to the
 earlier of (i) the date on which the Holder waives,  releases or terminates its
 option to convert  this Note into the equity  securities  of the Company as set
 forth hereinbelow,  and (ii) the Expiration Date, it being the intention of the
 parties that this Note shall either be (A) paid in full with  Interest  thereon
 at the  Expiration  Date, or (B) subject to Holder's prior demand on account of
 default,  converted to units of the Company upon the date of the closing of any
 Financing,  , upon the  terms  more  fully  set  forth  in  ARTICLE  TWO  below
 ("Conversion Units").

                                   ARTICLE TWO
                                CONVERSION RIGHTS

        2.1 Conversion.  At any time prior to the Expiration  Date, in the event
 Borrower  shall  propose to complete a Financing,  Holder shall have the right,
 exercisable  upon written  notice to Borrower,  to convert in whole or in part,
 any outstanding  principal  amount  hereunder  together with any and all unpaid
 Interest accrued thereon (the  "Obligation") into the Units offered by Borrower
 in such  Financing,  upon such  terms as are  offered to the  investors  in the
 Financing generally.
<PAGE>

        2.2 Conversion Mechanics. In the event Borrower shall intend to complete
a Financing  prior to the Expiration  Date, and shall prepare any term sheet for
such purpose at any time prior to the  Expiration  Date,  Borrower shall provide
Holder with written notice of the terms and other particulars pertaining to such
Financing,  whereupon  at any  time  on or  prior  to the  closing  date of such
Financing (after all applicable  extensions provided in the Term Sheet),  Holder
shall have the right,  exercisable  by  Borrower  upon notice to Borrower at any
time prior to repayment of this Note and the date of closing of such  Financing,
to convert,  in whole or in part, the amount then  representing  the Obligation,
into such equity securities as are sold or issued by Borrower in connection with
the Financing, and otherwise upon the terms made part of the offering thereof.


                                  ARTICLE THREE
                           EVENTS OF DEFAULT/SECURITY

        3.1 Default.  In the event Borrower shall: (a) fail to pay any amount of
 the  principal  or  accrued  Interest  hereupon  as same  shall  become due and
 payable;  (b) breach any of the  material  covenants or any  representation  or
 warranty of Borrower as set forth herein or in the Warrant  Agreement issued in
 connection  herewith;  or (c) any default by  Maxmillians  Mixers LLC or Drinks
 Americas,  Inc. (the  "Guarantors")  pursuant to the terms of the Guaranties or
 the  Security  Agreements  delivered  by them as security  for the  Obligations
 hereunder,  then at the option of the Holder  hereof,  and in  addition  to all
 other  remedies at law or in equity,  including  without  limitation,  Holder's
 right to exercise its security  interest in accordance  with the  provisions of
 the Article 9 of the Uniform  Commercial Code of the State of Connecticut,  all
 amounts of principal and interest then accrued hereon, shall be immediately due
 and payable,  provided  Holder shall deliver  written notice of such default at
 the offices of  Borrower,  and provide  Borrower  an  opportunity  to cure such
 default, which in the event of any default in payment shall endure for a period
 of ten (10 ) days  following  the receipt by Borrower of said notice.  Borrower
 shall pay all collection and legal expenses incurred by the Holder,  including,
 without  limitation,  reasonable  attorneys'  fees  incurred in the  collection
 hereof or in the enforcement or protection of Holder's interests herein.

        3.2 Offsets.  Any deposits or other sums at any time  credited by or due
 from Holder to Borrower,  and any  securities or other  property of Borrower at
 any time in the  possession of Holder,  may at all times be held and treated as
 collateral  for the  payment  of this  Note and any and all  other  liabilities
 (direct or indirect,  absolute or contingent,  sole, joint, or several, secured
 or  unsecured,  due or to become due,  now  existing or  hereafter  arising) of
 Borrower to Holder. Regardless of the adequacy of collateral,  Holder may apply
 or set off such deposits or other sums against such liabilities at any time.
<PAGE>

         3.3  Security  Interest.   In  order  to  secure  the  payment  of  the
Obligation,  Borrower grants Holder a continuing security interest in all assets
of the Borrower, including, without limitation, all personal property, accounts,
deposit accounts,  chattel paper, money,  documents,  licenses,  leases,  goods,
contract  rights,   equipment,   machinery,   fixtures,   general   intangibles,
instruments, inventory, work-in-process, trade names and all such other personal
property,  if  any,  specifically  listed  on  the  UCC-1  Financing  Statements
delivered  and filed by the Borrower in connection  with the security  interests
granted  herein,  whether  now  owed  or  hereafter  acquired,  and  any and all
increases,  substitutions,  replacements,  accessions and additions thereto, and
any and all replacements and all cash and non-cash proceeds and products thereof
(including proceeds of insurance policies payable by reason of loss or damage to
any of the  foregoing)  (the  "Collateral"),  all in  accordance  with the terms
herein and the terms of a Security  Agreement  delivered by Borrower  this date.
Borrower  authorizes  Holder to file  financing  statements or any other similar
instruments in any jurisdiction,  with or without the signature of Borrower,  in
order to perfect Holder's security interest in the Collateral. If Borrower fails
to make any payment of the Obligation when due, or to comply with any conversion
obligation  herein as provided,  then Holder may exercise any rights it may have
under  applicable  law arising out of such  failure.  Borrower will at all times
provide  Holder with the names and addresses of  Borrower's  existing and future
secured creditors,  and their  representatives to whom Holder may provide notice
in order to perfect its secured interest herein.

                                  ARTICLE FOUR
                          MATTERS REGARDING SECURITIES

                 Holder acknowledges that: it has had access upon request to any
 and all documents, instruments and records in the control of Borrower regarding
 Borrower's  business;  this  Note  and  the  Units  into  which  this  Note  is
 convertible   constitute   "Restricted   Securities"  in  accordance  with  the
 provisions  of  certain  federal  and state  securities  laws and the rules and
 regulations promulgated  thereunder,  and may not be eligible for resale in the
 absence  of  the  filing  of  an  effective  registration  statement  with  the
 Securities and Exchange Commission and the securities  divisions of the several
 states,  or absent an available  exemption  from such  registration;  Holder is
 loaning  funds to  Borrower  and  shall  acquire  the  equity  securities  upon
 conversion of the Obligation  herein,  if at all, for Holder's own account (and
 not for the account of others) solely for investment and not with a view to the
 distribution or resale thereof;

                                  ARTICLE FIVE
                          COVENANTS AND REPRESENTATIONS

        5.1 Advances.  Borrower  acknowledges that the proceeds hereunder are to
 be used solely to finance short-term  working capital  requirements of Borrower
 to finance either order fullfilment or inventory purchases. Use of the proceeds
 of this Note for such  purposes  shall in each  case be  communicated  to,  and
 approved,  by Holder prior to the time Borrower  shall make any  commitment for
 either such use.  Borrrower  acknowledges  that Holder's  approval rights shall
 endure until such time as the  Obligations  shall be either repaid or Converted
 hereunder,  and such  approval  rights  shall be  exercised by Holder as Holder
 shall determine in its discretion.
<PAGE>

        5.2   Information.   Borrower  shall  provide  to  Holder  any  and  all
 information  regarding  Borrower and its  operations  as Holder may  reasonably
 request for the purpose of assisting  Holder in exercising its approval  rights
 pursuant to Section 5.1 above;  provided,  however, that the completion of such
 disclosure  shall not of itself be construed to affect  Holder's  discretion as
 described in Section 5.1 above.

5.3  Representations.  Borrower,  and the undersigned  Manager in his individual
capacity,  warrant and  represent to Holder that (i) that Borrower has taken all
necessary  action and has  obtained  all  approvals  and  consents  necessary to
deliver this Note and the other agreements and instruments  delivered  herewith,
including the Warrant  Agreement;  (ii) the Guarantors  have taken all necessary
action and have  obtained all  approvals  and consents  necessary to deliver the
Guaranties  and Security  Agreements and any other  agreements  and  instruments
delivered  therewith;  (iii) there are no pending or threatened  claims  against
either  Borrower  or  Guarantors  which is  successfully  prosecuted  may have a
material adverse effect upon the operations or assets of any of them; (iv) there
is no outstanding order, decree, judgement or provision of any agreement, or any
violation  or  default  of any of same,  the  effect of which  would  prevent or
prohibit  Borrower  or  Guarantors  from  performing  each of  their  respective
obligations pursuant to this Note, the Warrant Agreement, the Guaranties and the
Security  Agreements,  in  accordance  with  their  respective  terms;  (iv) the
delivery  of the  Note  and  the  Warrant  Agreement  and  the  issuance  of the
securities  thereunder,  comply with all applicable federal and state securities
laws, and the respective regulations promulgated thereunder.

                                   ARTICLE SIX
                                  MISCELLANEOUS

        6.1 Expenses.  All attorney's fees and expenses  incurred by Borrower
and Holder in connection with this Note will be borne by Borrower.

        6.2 Parties in Interest. This  Note will be  binding  upon, inure to the
benefit of and be enforceable  by, the respective  successors and assigns of the
 parties hereto.

        6.3  Entire  Agreement;  Amendments.  This  Note,  and  the  agreements,
 instruments,  schedules,  and other writings referred to in this Note,  contain
 the entire  understanding  of the parties with respect to the subject matter of
 this  Note.  There  are  no  restrictions,  agreements,  promises,  warranties,
 covenants,  or  undertakings  other than those  expressly  set forth  herein or
 therein.  This Note supersedes all prior agreements and understandings  between
 the parties with respect to its subject  matter.  This Note may be amended only
 by a written instrument duly executed by both of the parties.
<PAGE>

        6.4 Headings.  The Article and section  headings  contained in this Note
 are for  reference  purposes only and will not affect in any way the meaning or
 interpretation of this Note.

        6.5 Notices. All notices, claims,  certificates,  requests,  demands and
 other communications under this Note ("notices") will be in writing and notices
 will be deemed to have been duly given on the date personally  delivered or the
 delivery  date as reflected on the return  receipt if mailed by  registered  or
 certified  mail,  postage  prepaid,  return  receipt  requested  at  the  above
 addresses  or to such other  address as the party to whom notice is to be given
 previously  may have  furnished to the other in writing in the manner set forth
 in this Section 6.5.

        6.6 No Waiver.  No waiver of any breach or  default  hereunder  shall be
 considered  valid unless in writing and signed by the party giving such waiver,
 and no such waiver shall be deemed a waiver of any subsequent breach or default
 of the same or similar nature.

        6.7 Severability. If any term, condition or provision of this Note shall
 be declared  invalid or  unenforceable,  the remainder of the Note,  other than
 such term,  condition  or  provision,  shall not be affected  thereby and shall
 remain in full force and effect  and shall be valid and be  enforceable  to the
 fullest extent permitted by law.

        6.8 Law  Governing.  This Note will be governed  by, and  construed  and
 enforced in accordance with, the laws of the State of Connecticut applicable to
 agreements made and to be performed in the State of Connecticut.

                                   ARTICLE SIX
                            REGARDING PRIOR DOCUMENTS

        Borrower  acknowledges  that  this  Note  replaces  and  supercedes  any
 instrument  or  promissory  note issued by Borrower to Holder prior hereto with
 respect to the specific proceeds of the loan herein, and shall not be construed
 as a novation or repayment and reissue of a new  indebtedness  for any existing
 indebtedness.

                                  ARTICLE SEVEN
                                STATUTORY WAIVERS

         7.1  Waiver Of Constitutional Rights To Notice And Hearing On
                   Prejudgment Remedy

BORROWER  HEREBY  ACKNOWLEDGES  THAT THE  TRANSACTIONS  TO WHICH THIS  AGREEMENT
RELATE ARE COMMERCIAL  TRANSACTIONS.  BORROWER HEREBY  VOLUNTARELY AND KNOWINGLY
WAIVES ITS RIGHT TO NOTICE AND HEARING  UNDER  CHAPTER  903A OF THE  CONNECTICUT
GENERAL  STATUTES,  AS AMENDED AND IN EFFECT ON THE DATE HEREOF, OR AS OTHERWISE
ALLOWED  BY ANY STATE OR  FEDERAL  LAW OR  PROCEDURAL  RULE WITH  RESPECT TO ANY
PREJUDGMENT  REMEDY OR OTHER  RIGHT OR REMEDY THAT HOLDER MAY ELECT TO USE OR OF
WHICH IT-MAY AVAEL ITSELF.
<PAGE>

         7.2  Waiver Of Constitutional Right To Jury Trial

BORROWER HEREBY KNOWINGLY AND VOLUNTARELY  WAIVES ALL RIGHTS TO TRIAL BY JURY IN
ANY ACTION OR  PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE AND IN
ANY ACTION DIRECTLY OR INDIRECTLY RELATED TO OR CONNECTED WITH THIS NOTE, OR ANY
CONDUCT  RELATING  TO  THE  ADMINISTRATION  OR  ENFORCEMENT  OF  THISNOTE,   THE
DISPOSITION  OF  COLLATERAL,  OR  OTHERWISE  ARISING  FROM  THE  DEBTOR/CREDITOR
RELATIONSHIP OF THE BORROWER AND HOLDER.  BORROWER ACKNOWLEDGES THAT THIS WAIVER
MAY  DEPRIVE IT OF AN  DOORTANT  RIGHT AND THAT SUCH  WAIVER HAS  KNOWINGLY  AND
VOLUNTARI]LY BEEN AGREED TO BY BORROWER.

        IN WITNESS WHEREOF,  the parties hereto have hereunto set their hands as
of the date first above written.


                                            BORROWER
                                            MAXMILLIAN PARTNERS LLC



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



                                            HOLDER

                                            /s/
                                            ------------------------------------
                                            Kenneth H. Close