PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (the “ Agreement ”), dated June 18, 2009, by and among St. George Investments, LLC, an Illinois limited liability company,   (the “ Investor ”), Drinks Americas Holdings, Ltd., a Delaware corporation, (the “ Company ”) and J. Patrick Kenny, an affiliate of the Company, and certain other affiliates signatory hereto (the “ Affiliates ,” together with the Company and the Investor, the “ Parties ”), shall become effective upon the execution thereof by all parties. All capitalized terms not otherwise defined herein shall have the same meaning ascribed to them in the Securities Purchase Agreement dated of even date herewith.

WHEREAS , the Company has authorized the sale and issuance of the Drinks Debenture, the Warrant, and common stock issuable upon exercise of the Warrant and full or partial satisfaction of the Drinks Debenture as provided in the Securities Purchase Agreement and the Transaction Documents;

WHEREAS , the Investor has agreed to deliver to the Company at Closing the total of: (i) $375,000 in cash; (ii) ten (10) $250,000 Investor Notes; and (iii) one (1) $125,000 Investor Note; and

WHEREAS , as an inducement to the Investor to enter into the Securities Purchase Agreement, the Affiliates have also agreed to the pledge 12,000,000 shares of Common Stock issued to the Affiliates with an aggregate market value of $1,600,000, of which 9,000,000 shares shall have been issued six (6) months or more prior to the Closing.

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

1.            Delivery of Collateral Shares .

2.            Grant of Security Interest .  The Affiliates hereby grants to the Investor, to secure the payment and performance in full of all of the obligations under the Transaction Documents, a security interest in and so pledges and assigns to the Investor the Collateral Shares.  Specifically, the Investor shall have a first lien security interest in the Collateral Shares.

3.            Disbursement of Collateral Shares .

(a)            Failure to Deliver Shares .  In the event that the Company fails to deliver the Shares of common stock after delivery of a Request for Repayment under the Debenture to the Investor within five (5) days of notice, the Investor shall be entitled to receive the Collateral Shares to the extent that would enable the Investor to take possession of the number of shares of Common Stock deliverable by the Company under the Request for Repayment.  Upon such delivery, such shares will be owned by the Investor and treated as having been delivered by the Company under the Debenture.

(b)            Prohibit the Sale of Common Stock .  In the event that the Company inappropriately prohibits, hinders or in any way attempts to prevent the Investor from selling any amount of common stock issuable under the Transaction Documents, the Investor shall be entitled to an equal amount of Collateral Shares and will return to the Company for cancellation the number of shares equal to the Collateral Shares that has been released hereunder.

(c)            Occurrence of Trigger Events .  In the event that a Trigger Event (as defined in the Drinks Debenture) occurs, the Investor shall be entitled to sell such portion of the Collateral Shares that would satisfy the outstanding amount owed upon the occurrence of a Trigger Event and shall credit a corresponding amount in satisfaction of a corresponding portion of the Debenture.  Any sale of Collateral Shares under this Section shall be made on a pro-rata basis to each Affiliate based on the number of Collateral Shares held by each of the Affiliates, provided, that on the date of the Trigger Event the Investor has a sufficient number of medallion guarantees to be able to sell any portion of an Affiliate’s Collateral Shares remaining after the initial sale of the Collateral Shares without having to obtain a new medallion guarantee.  In the event, the Investor does not have sufficient medallion guarantees, the Investor shall be entitled to determine which of the Collateral Shares are sold.  For purposes of determining the number of Collateral Shares, the Collateral Shares shall be valued at the Market Value on the date that such Trigger Event occurred.

(d)            Repayment of the Loan Amount . In the event that the Loan Amount, including any fees, costs, damages and penalties, has been paid in full, then any Collateral Shares not otherwise previously disbursed shall be returned to the Affiliate.

(e)            Fair Market Value of the Collateral Shares .  In the event that the Investor shall be entitled to sell all or any portion of the Collateral Shares to satisfy any outstanding amount owed under this Section 3, the Investor shall be deemed to have sold that portion of the Collateral Shares at a fair market price if such sale was made publicly on a trading exchange, including the Over-the-Counter Bulletin Board or the pink sheets.  In the event that either (i) the Common Stock is no longer traded on a public exchange or (ii) a Trigger Event occurs based on the average daily dollar volume of Common Stock traded per day for any consecutive ten (10) trading-day period is less than ten thousand dollars ($10,000), then if any such portion of the Collateral Shares are sold in a private transaction, such private sale shall be deemed to be at fair market value if such sale is made at or above fifty percent (50%) of the Market Price as of the last day the Company was quoted on the Over-the-Counter Bulletin Board or other trading exchange.

(f)           P ercentage Cap .  Notwithstanding the provisions of this Pledge Agreement, in no event (except (i) as specifically provided as an exception to this provision, (ii) during the forty-five (45) day period prior to the Maturity Date (as defined in the Debenture), or (iii) while there is outstanding a tender offer for any or all of the shares of the Borrower's Common Stock) shall the Investor be entitled to transfer ownership of the Collateral Shares to itself, to the extent that, after such transfer of common stock the sum of (1) the number of shares of Common Stock beneficially owned by the Investor and its affiliates, and (2) the number of shares of Common Stock issuable upon the transfer of the Collateral Shares with respect to which the determination of the proviso is being made, would result in beneficial ownership by the Investor and its affiliates of more than 9.99% (the “ Percentage Cap ”) of the outstanding shares of Common Stock (after taking into account the shares to be issued to the Investor upon such repayment).  For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 12(d) of the Securities Exchange Act of 1934, as amended.

           4.            Representations and Warranties of the Affiliate .  The Affiliates hereby represents and warrants with respect to only itself that:

(a)            Legal Capacity; Organization .  The Affiliates has the legal capacity and right to execute, deliver, enter into, consummate and perform the transactions contemplated by hereby and otherwise to carry out its obligations hereunder and thereunder.

(b)            Securities Ownership .  As of the Closing, the Affiliates owns the common stock to be deposited hereunder in the amounts set forth on Schedule 1, attached hereto (i) as the sole record and beneficial owner, free from all taxes, liens, claims, encumbrances and charges and there are no outstanding rights, options, subscriptions or other agreements or commitments obligating the Affiliates to sell or transfer such common stock and such common stock are not subject to any lock-up or other restriction on their transfer or on the ability of the Investor to sell or transfer such common stock.  As of the Closing, the Affiliates shall have paid any and all amounts and charges due and owing to the Company with respect to the common stock and there shall be no unpaid amounts or charges claimed to be due to the Company from the Affiliates with respect to the common stock.

(c)            Authorization; Enforcement; Validity .  This Agreement has been duly authorized, executed and delivered by the Affiliates and constitutes a valid and legally binding agreement of the Affiliates enforceable against the Affiliates in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(d)            Consents .  All government and other consents that are required to have been obtained by the Affiliates with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with.  The Affiliates has complied and will comply with all applicable disclosure or reporting requirements in respect of the transaction contemplated hereby.

(e)            No Conflicts .  The execution and delivery by the Affiliates of this Agreement, the performance by the Affiliates of its obligations under this Agreement do not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the stock market, or (ii) any order or judgment of any court or other agency of government or any of the Affiliate’s assets or any contractual restriction binding on or affecting the Affiliates or any of the Affiliates’ assets.

(f)            Independent Decision .  The Affiliates is acting solely for his own account, and has made his own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for the Affiliates based upon his own judgment and upon advice of such advisors as the Affiliates deem necessary.  The Affiliates acknowledge and agrees that he is not relying, and has not relied, upon any communication (written or oral) of any Investor or any affiliate, employee or agent of any Investor with respect to the legal, accounting, tax or other implications of this Agreement and that he has conducted his own analyses of the legal, accounting, tax and other implications hereof and thereof; it being understood that informat