SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) is made as of June 18, 2009, by and among Drinks Americas Holdings, Ltd., a Delaware corporation (the “ Company ”), St. George Investments, LLC, an Illinois limited liability company (the “ Investor ”), and J. Patrick Kenny, Chairman and Chief Executive Officer of the Company, in his individual capacity, and certain other affiliates of the Company signatory hereto (the “ Affiliates ”).

WHEREAS , the Company has authorized the sale and issuance of a non-interest bearing debenture with a twenty-five percent (25%) original issue discount that matures forty-eight (48) months from the date hereof in substantially the form attached hereto as Exhibit A (the “ Drinks Debenture ”), a warrant to exercise a number of shares equal to the $375,000 cash paid at Closing divided by the Market Price (as defined in the Debenture) and with an initial exercise price of $0.35, subject to adjustment, and an expiration date five (5) years from the date hereof in substantially the form attached hereto as Exhibit B (the “ Warrant ”), and common stock issuable upon satisfaction of all or part of the Note or on exercise of the warrant (collectively, the “ Underlying Shares ”) (collectively, the Drink Debenture, the Warrant and the Underlying Shares shall be referred to as the “ Securities ”) as provided herein in exchange for a loan by the Investor to the Company of Four Million Dollars ($4,000,000) (the “ Loan Amount ”);

WHEREAS, the Loan Amount shall bear no interest but shall have an original issue discount of twenty-five percent (25%);

WHEREAS , the Investor has agreed to deliver to the Company at Closing (as defined herein) the total of: (i) $375,000 in cash; (ii) ten (10) secured notes in the amount of $250,000 each bearing interest at the rate of 5% per annum in substantially the form attached hereto as Exhibit C-1 (each a “ $250,000 Investor Note ” and collectively, the “ $250,000 Investor Notes ”); and (iii) one (1) secured note in the amount of $125,000 bearing interest at the rate of 5% per annum in substantially the form attached hereto as Exhibit C-2 (the “ $125,000 Investor Note ”);

WHEREAS , as an inducement to enter into this Agreement and as collateral for the Drinks Debenture, the Affiliates have agreed to pledge 12,000,000 shares of common stock of the Company (the “ Collateral Shares ”), of which 9,000,000 shares of the Collateral Shares shall have been issued by the company more than (6) months prior to the date hereof;

WHEREAS , as further inducement to enter into this Agreement and as further security, J. Patrick Kenny has agreed to provide a personal guaranty of a portion of the Loan Amount and interest and penalties that may accrue thereon;

WHEREAS , at the Closing, the Company desires to sell, and the Investor desires to purchase, the Securities upon the terms and conditions stated in this Agreement;

WHEREAS, this Agreement, the Drinks Debenture, the Warrant, the Pledge Agreement (as defined herein), the Guaranty Agreement (as defined herein), the $250,000 Investor Notes, the $125,000 Investor Note and the Escrow Agreement (as defined herein) are sometimes collectively referred to herein as the " Transaction Documents ”.

NOW, THEREFORE , in consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.1   Authorization. The Company has authorized the sale and issuance of the Drinks Debenture with a principal amount of $4,000,000 and a maturity date forty-eight (48) months following the date hereof, and the Warrant having an expiration date on the fifth (5 ^th ) anniversary of the date hereof.

1.2   Closing Date. The closing of the purchase and sale of the Securities hereunder (the “ Closing ”) shall be held at the offices of Anslow & Jaclin, LLP, at 10:00 a.m. New York time on or before June 18, 2009 or at such other time and place upon which the Company and the Investor shall agree. 

1.3   Closing Deliverables of the Company, Affiliates and the Investor.

(a)   Closing Deliverables of the Company .  At the Closing, subject to the terms and conditions of this Agreement, the Company agrees to issue and deliver to the Investor the instruments identified in (i) through (vii) below:

(i)  all executed Transaction Documents that the Company is a party to; and

(ii)  completed Schedules to this Agreement; and

(iii)  a certificate from a duly authorized officer of the Company certifying that the representations made by the Company in Article 2 are true and correct as of the Closing; and

(iv)  a corporate resolution authorizing this financing transaction as contemplated in the Transaction Documents and approving the entry into the Transaction Documents.

(b)   Closing Deliverables of the Affiliate . In order to induce Investor to purchase the Drinks Debenture and Warrant, at the Closing, the Affiliates shall execute and deliver to the Investor the documents identified in (i) and (ii), below:

(i)  a pledge agreement between the Affiliates and the Investor whereby the Affiliates shall pledge twelve million (12,000,000) shares (the “ Pledge Shares ”) to the Company, of which nine million (9,000,000) shall have been issued by the Company more than six (6) months prior to the date hereof (the " Pledge Agreement "), in substantially the form attached hereto as Exhibit D ; and

(ii)  a guaranty agreement whereby J. Patrick Kenny shall guaranty the repayment of a portion of the Loan Amount (the “ Guaranty Agreement ”), in substantially the form attached hereto as Exhibit E .

(c)   Closing Deliverables of the Investor .   At the Closing, subject to the terms and conditions of this Agreement, the Investor agrees to issue and/or deliver to the Company, the following closing item deliverables identified in (i), (ii) and (iii), below:

(i)  $375,000 in cash (the “ Purchase Price ”) pursuant to the wire instruction set forth in Exhibit F attached hereto; and

(ii)  Ten (10) $250,000 Investor Notes, each in the principal amount of $250,000 bearing interest at the rate of 5% per annum; and

(iii)  one (1) $125,000 Investor Note in the principal amount of $125,000 bearing interest at the rate of 5% per annum.

The Company represents and warrants to the Investor, as of the date hereof, as follows:

2.1   Organization, Good Standing and Power . The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company is not in violation of any of the provisions of its Certificate of Incorporation or Bylaws.  Except as disclosed on Schedule 2.1 , the Company does not have any Subsidiaries (as defined below) or own securities of any kind in any other entity. The Company is duly qualified to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except in such jurisdictions in which the failure to so qualify would not have a material adverse affect on the Company.  “ Subsidiary ” shall mean any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary voting power (absolutely or contingently) for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by the Company and/or any of its other Subsidiaries.

2.2   Corporate Power; Authorization . The Company has all requisite legal and corporate power and has taken all requisite corporate action to execute and deliver this Agreement and the other Transaction Documents, to sell and issue the Securities, to issue the shares underlying the Warrant upon exercise of the Warrant in accordance with the terms of such Warrant, and to carry out and perform all of its obligations under this Agreement and the other Transaction Documents. This Agreement and the other Transactional Documents constitute, and will constitute, legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally and (b) as limited by equitable principles generally. The execution and delivery of the Transaction Documents do not, and the performance of the Transaction Documents and the compliance with the provisions hereof and thereof, including the issuance, sale and delivery of the Securities by the Company will not, conflict with, or result in a breach or violation of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien pursuant to the terms of, the certificate of incorporations (the “Certificate”) or by-laws (the “Bylaws”) of the Company, each as amended to date, or any statute, law, rule or regulation or any state or federal order, judgment or decree or any indenture, mortgage, lease or other agreement or instrument to which the Company or any of its properties is subject, except for any conflict, breach, violation, default or imposition of a lien (other than pursuant to the terms of the Certificate or Bylaws) that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the assets, liabilities, financial condition, business or operations of the Company.

2.3   Issuance and Delivery of the Securities .   The Securities are duly authorized and, when issued at the Closing, will be validly issued. The shares underlying the Warrant and which may be delivered in full or partial satisfaction of the Drinks Debenture are duly authorized and, upon exercise of the Warrant or such satisfaction the Drinks Debenture in accordance with the terms thereof, will be validly issued, fully paid and nonassessable.  The issuance and delivery of the Securities are not subject to any right of first refusal, preemptive right, right of participation, or any similar right existing in favor of any person or any liens or encumbrances.  When issued in compliance with the provisions of this Agreement and the Debenture and the Warrant as the case may be, the issuance of the Securities does not require the approval of the Company’s stockholders under the provisions of the Certificate or Delaware law, or, any stock exchange or self-regulatory organization.

2.4   No Conflicts . The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not (i) violate any provision of the Company's Certificate or Bylaws, each as amended to date, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company is a party or by which the Company’s respective properties or assets are bound, or (iii) result in a violation of any federal, state or local statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of the Company is bound or affected.

2.5   SEC Documents; Financial Statements .   Each report delivered to the Investors is a true and complete copy of such document as filed by the Company with the Securities and Exchange Commission (the “ SEC ”). The Company has filed in a timely manner all documents that the Company was required to file with the SEC, such documents, together with the exhibits thereto (the “ SEC Documents ”), under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) during the twelve calendar months preceding the date hereof.  As of their respective filing dates, all SEC Documents complied in all material respects with the requirements of the Exchange Act.  None of the SEC Documents as of their respective dates contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.  The financial statements of the Company included in the SEC Documents (the “ Financial Statements ”) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto.  The Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present the consolidated financial position of the Company and its subsidiaries, if any, at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, recurring adjustments or to the extent that such unaudited statements do not include footnotes).

2.6   Governmental Consents .  No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated hereby except for compliance with the securities and blue sky laws in the states in which the Drinks Debenture and Warrant are offered and/or sold, which offer and sale will be effected in compliance with such laws.

2.7   Capitalization .  The authorized capital stock of the Company consists of 500,000,000 shares of common stock, par value $0.001 per share (the “ Common Stock ”) and 1,000,000 shares of preferred stock, par value $0.001 per share (the “ Preferred Stock ”). As of the date hereof, 86,932,904 shares of Common Stock and 11,000 shares of Preferred Stock are issued and outstanding.  Except as disclosed on Schedule 2.7 , there are no outstanding warrants, options, convertible or exchangeable securities or other rights, agreements or arrangements of any character under which the Company is or may be obligated to issue any equity securities of any kind.

2.8   Litigation .    Except as disclosed to the Investor in writing and except as disclosed in the SEC Documents, there are no actions, suits, proceedings or investigations pending or, to the best of the Company’s knowledge, threatened against the Company or any of its properties before or by any court or arbitrator or any governmental body, agency or official in which there is a reasonable likelihood (in the reasonable judgment of the Company) of an adverse decision that (a) could have a material adverse effect on the assets, liabilities, financial condition, business or operations of the Company, or (b) could impair the ability of the Company to perform in any material respect its obligations under this Agreement, the Warrant, the Drinks Debenture, or any other Transaction Document.

2.9   Company not an “Investment Company” .  The Company has been advised by competent counsel of the rules and requirements under the Investment Company Act of 1940, as amended (the “Investment Company Act”).  The Company is not, and immediately after receipt of payment for the Securities will not be, an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act and shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

2.10   Compliance . The Company’s Common Stock is registered pursuant to Section 12(g) of the Exchange Act and is quoted on the Over the Counter Bulleting Board (the "OTCBB"), and the Company has taken no action designed for the purpose of, or likely to have the effect of, terminating the registration of its Common Stock under the Exchange Act or de-listing the Common Stock from the OTCBB, nor has the Company received any notification that the SEC or the Financial Industry Regulatory Authority (“FINRA”) is contemplating terminating such registration or quoting. The Company is in material compliance with the listing and maintenance requirements for continued quoting of the Common Stock.

2.11   Use of Proceeds .  The proceeds of the sale of the Securities shall be used for working capital or general corporate purposes.

2.12   Brokers and Finders .  Except as disclosed on Schedule 2.12 , no person or entity will have, as a result of or in connection with the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or the Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding, written or oral, entered into by or on behalf of the Company.

2.13   Intellectual Property .

(a)  “ Intellectual Property ” shall mean patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes disclosed on Schedule 2.13(a) .

(b)  Except as disclosed on Schedule 2.13(b) , the Company owns or has the valid right to use all of the Intellectual Property that is necessary for the conduct of the Company’s business as currently conducted or as currently proposed to be conducted free and clear of all material liens and encumbrances.

(c)  Except as disclosed on Schedule 2.13(c) , (i) the conduct of the Company’s business as currently conducted does not infringe or otherwise conflict with (collectively, “ Infringe ”) any Intellectual Property rights of any third party or any confidentiality obligation owed by the Company to a third party and the Company has not