SENIOR CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1

THIS PROMISSORY NOTE AND THE SECURITIES OBTAINABLE UPON CONVERSION

HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), OR THE

SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE PLEDGED,

SOLD, ASSIGNED OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE

REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE

SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE

REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

SENIOR CONVERTIBLE PROMISSORY NOTE

U.S. $________ March __, 2005

FOR VALUE RECEIVED, Drinks Americas Holdings, Ltd., a Delaware corporation

(the "Company"), hereby promises to pay to the order of ___________(the

"Lender") the principal amount of _____________ ($_________) Dollars (the

"Principal Amount"), together with interest on the Principal Amount under this

senior convertible promissory note (this "Note") at the per annum rate of ten

(10%) percent (calculated daily on the basis of a 360-day year and actual

calendar days elapsed). Subject to conversion or acceleration as provided

herein, the Principal Amount and accrued interest on this Note shall become due

and payable in one installment on the first anniversary of the date of this Note

(the "Maturity Date").

Both the Principal Amount and accrued interest shall be paid in lawful

money of the United States of America to the Lender at c/o Sloan Securities

Corp., 444 Madison Avenue, 23rd Floor, New York, New York 10022, or at such

other address as the Lender may designate by notice in writing to the Company,

in immediately available funds.

If any payment hereunder falls due on a Saturday, Sunday or legal holiday,

it shall be payable on the next succeeding business day and such additional time

shall be included in the computation of interest.

This Note is one of a series of Senior Convertible Promissory Notes

containing substantially identical terms and conditions issued pursuant to that

certain Securities Purchase Agreement by and between the Company and certain

Lenders of even date herewith (the "Securities Purchase Agreement"), some of

which Lenders will execute the Securities Purchase Agreement after the date

hereof (the "Lenders"). All capitalized terms not defined herein shall have the

meanings ascribed thereto in the Securities Purchase Agreement.

1. Senior. The indebtedness evidenced by this Note and the payment of the

Principal Amount and interest thereof shall be Senior (as hereinafter defined)

to, and have priority in right of payment over, all indebtedness of the Company.

"Senior" shall be deemed to mean that, in the event of any default in the

payment of the obligations represented by this Note or of any liquidation,

insolvency, bankruptcy, reorganization, or similar proceedings relating to the

Company, except for the Company's obligations to its secured creditors, all sums

payable on this Note, shall first be paid in full, with interest, if any, before

any payment is made upon any other indebtedness, now outstanding or hereinafter

incurred, and, in any such event, any payment or distribution of any character

which shall be made in respect of any other indebtedness of the Company other

than secured obligations, shall be paid over to the holder of this Note for

application to the payment hereof, unless and until the obligations under this

Note (which shall mean the Principal Amount and other obligations arising out

of, premium, if any, interest on, and any costs and expenses payable under, this

Note) shall have been paid and satisfied in full. The Company will not issue any

secured debt other than under its existing credit facilities to any person

without the consent of the Lender.

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2. Conversion.

(a) Conversion. In the event the Company consummates a debt or

equity financing of at least $6,000,000 on or before the Maturity Date with

respect to which Sloan Securities Corp. acts as the broker dealer (the "Sloan

Financing"), at the Lender's option, the entire principal amount on this Note

shall be converted ("Exchange Conversion") into the Company's equity securities

("Sloan Equity Securities") or debt securities ("Sloan Debt Securities" and

together with the Sloan Equity Securities, the "Sloan Securities") sold in the

Sloan Financing. The Company shall notify the Lender in writing ten (10) days

before the expected first closing of the Sloan Financing and if the Lender wants

to effect the Exchange Conversion it must notify the Company no later that five

(5) days before the closing date. If so elected, the Exchange Conversion shall

occur at the first closing of the Sloan Financing ("First Closing"). Lenders who

do not elect the Exchange Conversion within the requisite five (5) days

notification period will have permanently waived the Exchange Conversion option.

The number of shares of Sloan Equity Securities to be issued to a Lender who

elects the Exchange Conversion shall be equal to the quotient obtained by

dividing (i) the entire principal amount of this Note by (ii) the price per

share of the Sloan Equity Securities ("Sloan Conversion Price"), and the

issuance of such shares upon such conversion shall be upon the terms and subject

to the conditions applicable to the Sloan Financing. In the event Sloan Debt

Securities are issued in the Sloan Financing, the Lender who has elected to

convert shall exchange this Note and shall be issued the Sloan Debt Security in

an amount equal to the entire principal amount of this Note.

(b) Discretionary Conversion. In addition to the Exchange

Conversion, the Lender shall have the right ("Discretionary Conversion") to

convert all of the principal amount of this Note into Common Stock. The number

of shares of Common Stock to be issued upon such conversion shall be equal to

the quotient obtained by dividing (i) the amount converted by the Lender by (ii)

the lower of the price per share in the Sloan Financing or $0.45 ("Conversion

Price"). Any fraction of a share resulting from these calculations shall be

rounded upward to the whole share. The Company covenants to cause such shares,

when issued pursuant to this Section 2(c), to be fully paid and nonassessable,

and free from all taxes, liens and charges with respect to the issuance thereof,

other than any taxes, liens or charges not caused by the Company. Accrued

interest for purposes of all conversion events shall be paid in cash.

(c) Mechanics and Effect of Conversion.

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(i) Exchange Conversion. A Lender who has elected the Exchange

Conversion shall surrender this Note at the First Closing, duly endorsed, at the

principal offices of the Company. At its expense, the Company will, as soon as

practicable thereafter, issue and deliver to such Lender, at its address, a

certificate or certificates for the number of Sloan Equity Securities or an

instrument or instruments for the principal amount of the Sloan Debt Securities

to which such Lender is entitled upon such conversion. The Lender understands

and agrees that the conversion of the Notes into Sloan Securities may require

the Lender's execution of certain agreements relating to the purchase and sale

of such securities as well as registration rights, if any, relating to such

Sloan Securities, and the Company agrees that upon the execution of such

agreements, the Lender shall receive rights, preferences and privileges

identical to those received by others purchasing like securities at such time.

At the time of the Exchange Conversion, this Note, the Securities Purchase

Agreement and the Registration Rights Agreement will terminate and be of no

further force or effect.

(ii) Discretionary Conversion. To exercise a Discretionary

Conversion, the Lender shall surrender its Note, duly endorsed, together with a

written conversion notice to the Company at its principal office. At its

expense, the Company will, as soon as practicable thereafter, issue and deliver

to such Lender, at its address, a certificate or certificates for the number of

shares to which such Lender is entitled upon such conversion. This Note shall be

deemed to have been converted immediately prior to the close of business on the

date of giving of such notice and the Lender shall be treated for all purposes

as the record holder of the Common Stock deliverable upon such conversion as of

the close of business on such date.

(d) No Impairment. The Company will not, by amendment of its

Articles of Incorporation or through any reorganization, recapitalization,

transfer of assets, consolidation, merger, dissolution, issue or sale of

securities or any other voluntary action, avoid or seek to avoid the observance

or performance of any of the terms to be observed or performed hereunder by the

Company, but will at all times in good faith assist in the carrying out of all

the provisions of this Section 2 and in the taking of all such action as may be

necessary or appropriate in order to protect the conversion rights of the Lender

of this Note against impairment.

3. Reservation of Shares. The Company shall at all times have authorized

and reserved for issuance a sufficient number of shares of its capital stock to

provide for the full conversion of this Note.

4. Anti-dilution. Adjustment of Conversion Price. The Conversion Price

shall be adjusted from time to time as follows:

(a) Adjustment of Conversion Price and Number of Shares upon

Issuance of Common Stock. If and whenever on or after the date this Note is

issued, the Company issues or sells, or is deemed to have issued or sold, any

shares of Common Stock (other than (i) Excluded Securities (as defined herein)

and Other Securities (as defined herein) and (ii) shares of Common Stock which

are issued or deemed to have been issued by the Company in connection with an

Approved Stock Plan (as defined herein) or upon exercise or conversion of the

Other Securities) for a consideration per share less than a price (the

"Applicable Price") equal to the Conversion Price in effect immediately prior to

such issuance or sale, then immediately after such issue or sale the Conversion

Price then in effect shall be reduced to an amount equal to such consideration

per share.

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(b) Effect on Conversion Price of Certain Events. For purposes of

determining the adjusted Conversion Price under Section 4(a) above, the

following shall be applicable: (i) Issuance of Options. If after the date

hereof, the Company in any manner grants any rights, warrants or options to

subscribe for or purchase Common Stock or convertible securities ("Options") and

the lowest price per share for which one share of Common Stock is issuable upon

the exercise of any such Option or upon conversion or exchange of any

convertible securities issuable upon exercise of any such Option is less than

the Conversion Price then in effect, then such share of Common Stock shall be

deemed to be outstanding and to have been issued and sold by the Company at the

time of the granting or sale of such Option for such price per share. For

purposes of this Section 4(b)(i), the lowest price per share for which one share

of Common Stock is issuable upon exercise of such Options or upon conversion or

exchange of such convertible securities shall be equal to the sum of the lowest

amounts of consideration (if any) received or receivable by the Company with

respect to any one share of Common Stock upon the granting or sale of the

Option, upon exercise of the Option or upon conversion or exchange of any other

convertible security other than this Note issuable upon exercise of such Option.

No further adjustment of the Conversion Price shall be made upon the actual

issuance of such Common Stock or of such convertible securities upon the

exercise of such Options or upon the actual issuance of such Common Stock upon

conversion or exchange of such convertible securities.

(ii) Issuance of Convertible Securities. If the Company in any

manner issues or sells any convertible securities after the date hereof and the

lowest price per share for which one share of Common Stock is issuable upon the

conversion or exchange thereof is less than the Conversion Price then in effect,

then such share of Common Stock shall be deemed to be outstanding and to have

been issued and sold by the Company at the time of the issuance or sale of such

convertible securities for such price per share. For the purposes of this

Section 4(b)(ii), the lowest price per share for which one share of Common Stock

is issuable upon such conversion or exchange shall be equal to the sum of the

lowest amounts of consideration (if any) received or receivable by the Company

with respect to one share of Common Stock upon the issuance or sale of the

convertible security and upon conversion or exchange of such convertible

security. No further adjustment of the Conversion Price shall be made upon the

actual issuance of such Common Stock upon conversion or exchange of such

convertible securities, and if any such issue or sale of such convertible

securities is made upon exercise of any Options for which adjustment of the

Conversion Price had been or are to be made pursuant to other provisions of this

Section 4(b), no further adjustment of the Conversion Price shall be made by

reason of such issue or sale.

(iii) Change in Option Price or Rate of Conversion. If the

purchase price provided for in any Options, the additional consideration, if

any, payable upon the issue, conversion or exchange of any convertible

securities, or the rate at which any convertible securities are convertible into

or exchangeable for Common Stock changes at any time, the Conversion Price in

effect at the time of such change shall be adjusted to the Conversion Price

which would have been in effect at such time had such Options or convertible

securities provided for such changed purchase price, additional consideration or

changed conversion rate, as the case may be, at the time initially granted,

issued or sold and the number of shares of Common Stock issuable upon conversion

of this Debenture shall be correspondingly readjusted. For purposes of this

Section 4(b)(iii), if the terms of any Option or convertible security that was

outstanding as of the date hereof are changed in the manner described in the

immediately preceding sentence, then such Option or convertible security and the

Common Stock deemed issuable upon exercise, conversion or exchange thereof shall

be deemed to have been issued as of the date of such change. No adjustment

pursuant to this Section 4(b) shall be made if such adjustment would result in

an increase of the Conversion Price then in effect.

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(c) Effect on Conversion Price of Certain Events. For purposes of

determining the adjusted Conversion Price under Sections 4(a) and 4(b), the

following shall be applicable:

(i) Calculation of Consideration Received. If any Common

Stock, Options or convertible securities are issued or sold or deemed to have

been issued or sold for cash, the consideration received therefore will be

deemed to be the net amount received by the Company therefore. If any Common

Stock, Options or convertible securities are issued or sold for a consideration

other than cash, the amount of such consideration received by the Company will

be the fair value of such consideration, except where such consideration

consists of marketable securities, in which case the amount of consideration

received by the Company will be the market price of such securities on the date

of receipt of such securities. If any Common Stock, Options or convertible

securities are issued to the owners of the non-surviving entity in connection

with any merger in which the Company is the