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Continuing Guaranty

This is an actual contract by Golden State Vintners.
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LOGO] EXHIBIT 10.14

CONTINUING GUARANTY


For value received and in consideration of the extension of credit by SANWA BANK CALIFORNIA (the "Bank") to GOLDEN STATE VINTNERS (the "Debtor") or the benefits to the undersigned derived therefrom, the undersigned (the "Guarantor"), guarantees and promises to pay to the Bank any and all Indebtedness (as defined below) and agrees as follows:


1. INDEBTEDNESS. The term "Indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations, guaranties and liabilities of the Debtor heretofore, now, or hereafter made, incurred or created, whether direct or acquired by the Bank by assignment or succession, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether the Debtor may be liable individually or jointly with others, or whether recovery upon any Indebtedness may be or hereafter becomes barred by any statute of limitations or whether any Indebtedness may be or hereafter becomes otherwise unenforceable.


2. GUARANTY. The Guarantor unconditionally agrees to pay to the Bank or its order, on demand, an amount equal to the amount of the Indebtedness or otherwise perform any obligation of the Debtor undertaken pursuant to any Indebtedness. In addition to any maximum principal liability hereunder, the Guarantor agrees to (i) bear the expenses enumerated hereunder in the paragraph herein entitled "Attorneys' Fees" and (ii) pay interest on the Indebtedness at the rate(s) applicable thereto. Notwithstanding the foregoing, the Bank may allow the Indebtedness to exceed the Guarantor's liability hereunder. Any payment by the Guarantor shall not reduce the maximum principal obligation of the Guarantor hereunder unless written notice to that effect is actually received by the Bank at or prior to the time of such payment. Any payment by the Debtor or any other person shall not reduce the Guarantor's maximum principal liability hereunder.


3. RIGHT TO AMEND OR MODIFY INDEBTEDNESS. The Guarantor authorizes the Bank, at its sole discretion, with or without notice and without affecting the Guarantor's liability hereunder, from time to time to: (i) change the time or manner of payment of any Indebtedness by renewal, extension, modification, acceleration or otherwise; (ii) alter or change any provision of any Indebtedness including, but not limited to, the rate of interest thereon, and any document, instrument or agreement (other than this Guaranty) evidencing, guaranteeing, securing or related to any Indebtedness: (iii) release, discharge, exonerate, substitute or add one or more parties liable on any Indebtedness, or one or more endorsers, designers or guarantors for any Indebtedness; (iv) obtain collateral for the payment of any Indebtedness or any guaranty thereof; (v) release existing or after-acquired collateral on such terms as the Bank, in its sole discretion, shall determine; (vi) apply any sums received from the Debtor, any endorser, cosigner, other guarantor or other person liable on any Indebtedness or from the sale or collection of collateral or its proceeds to any indebtedness whatsoever owed or to be owed to the Bank by the Debtor in any order or amount and regardless of whether or not such indebtedness is guaranteed hereby, is secured by collateral or is due and payable; and (vii) apply to any Indebtedness, in any order or amount, regardless of whether such Indebtedness is secured by collateral or is due and payable, any sums received from the Guarantor or from the sale of collateral in which the Guarantor has granted the Bank a security interest.


4. WAIVERS. The Guarantor hereby unconditionally and irrevocably acknowledges and agrees to the matters set forth below:


A. DEFICIENCY. In the event that any Indebtedness is now or hereafter
secured by a deed of trust, the Guarantor waives any defense and all
rights and benefits of those laws purporting to state that no deficiency
judgment may be recovered on certain real property purchase money
obligations (as presently contained in Section 580b of the California
Code of Civil Procedure and as it may be amended or superseded in the
future) and those laws purporting to state that no deficiency judgment
may be recovered after a trustee's sale under a deed of trust (as
presently contained in Section 580d of the California Code of Civil
Procedure and as it may be amended or superseded in the future). THE
GUARANTOR ACKNOWLEDGES THAT A FORECLOSURE BY A TRUSTEE'S SALE UNDER A
DEED OF TRUST MAY RESULT IN THE DESTRUCTION OF THE GUARANTOR'S
SUBROGATION RIGHTS THAT MAY OTHERWISE EXIST AND THAT A DESTRUCTION OF
THOSE RIGHTS MAY CREATE A DEFENSE TO A DEFICIENCY JUDGEMENT. THE
GUARANTOR HEREBY SPECIFICALLY WAIVES ANY SUCH DEFENSE.


B. ELECTION OF REMEDIES. The Guarantor waives any defense based upon the
Guarantor's loss of a right against the Debtor arising from the Bank's
election of a remedy on any Indebtedness under bankruptcy or other debtor
relief laws or under any other laws, including, but not limited to,
those purporting to reduce the Bank's right against the Guarantor in
proportion to the principal obligation or any Indebtedness (as presently
contained in Section 2809 of the California Civil Code and as it may be
amended or superseded in the future).


Without limiting the generality of the foregoing, the Guarantor waives
all rights and defenses arising out of an election of remedies by the Bank,
even though that election of remedies, such as nonjudicial foreclosure with
respect to security for a guaranteed obligation, has destroyed the
Guarantor's rights of subrogation and reimbursement against the Debtor by
operation Section 580d of the California Code of Civil Procedure or
otherwise.


C. STATUTE OF LIMITATIONS. The Guarantor waives the benefit of the
statute of limitations affecting the Guarantor's liability hereunder or
the enforcement hereof.


D. ACTION AGAINST THE DEBTOR AND COLLATERAL (AND OTHER REMEDIES). The
Guarantor waives all right to require the Bank to: (i) proceed against
the Debtor, any endorser, cosigner, other guarantor or other person
liable on any Indebtedness: (ii) join the Debtor or any endorser,
cosigner, other guarantor or other person liable on any Indebtedness in
any action or actions that may be brought and prescribed by the Bank
solely and separately against the Guarantor on any Indebtedness; (iii)
proceed against any item or items of collateral securing any
Indebtedness or any guaranty thereof; or (iv) pursue or refrain from
pursuing any other remedy whatsoever in the Bank's power.


E. DEBTOR'S DEFENSES. The Guarantor waives any defense arising by reason
of any disability or other defense of the Debtor, the Debtor's successor
or any endorser, cosigner, other guarantor or other person liable on
any Indebtedness. Until all Indebtedness has been paid in full, even
though it may be in excess of the liability incurred hereby, the
Guarantor shall not have any right of subrogation and the Guarantor
waives any benefit or and right to participate in any collateral now or
hereafter held by the Bank. The Guarantor waives all presentments,
demands for performance, notices of nonperformance, protests, notices of
protest, notices of dishonor, notices of sale of any collateral securing
any Indebtedness or any guaranty thereof, and notice of the existence,
creation or incurring of new or additional Indebtedness.


F. DEBTOR'S FINANCIAL CONDITION. The Guarantor hereby recognizes,
acknowledges and agrees that advances may be made in the future from time
to time with respect to any Indebtedness without authorization from or
notice to the Guarantor even though the financial condition of the
Debtor, any endorser, cosigner, other guarantor or other person liable
on any Indebtedness may have deteriorate
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