FORM OF WARRANT

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DRINKS AMERICAS HOLDINGS, LTD. THAT SUCH REGISTRATION IS NOT REQUIRED.

DRINKS AMERICAS HOLDINGS, LTD.

1.            Issuance .  In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Drinks Americas Holdings, Ltd., a Delaware corporation (the “ Company ”), St. George Investments, LLC   or registered assigns (the “ Holder ”) is hereby granted the right to purchase at any time, on or after the Issue Date (as defined below) until 5:00 P.M., New York City time, on the date which the last calendar day of the month in which the fifth anniversary of the Issue Date occurs (the “ Expiration Date ”), two million five hundred thousand (2,500,000) fully paid and nonassessable shares of the Company’s Common Stock, $.001 par value per share (the “ Common Stock ”), at an initial exercise price per share (the “ Exercise Price ”) of $0.35 per share, subject to further adjustment as set forth herein.  This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement, dated as of June 18, 2009 (the “ Securities Purchase Agreement ”), to which the Company and Holder (or Holder’s predecessor in interest) are parties.

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.

This Warrant was originally issued to the Holder or the Holder’s predecessor in interest on June 18, 2009 (the “ Issue Date ”).

2.            Exercise of Warrants .

2.1            General .

(a)  This Warrant is exercisable in whole or in part at any time and from time to time commencing on the Issue Date.  Such exercise shall be effectuated by submitting to the Company (either by delivery to the Company or by facsimile transmission) a completed and duly executed Notice of Exercise (substantially in the form attached to this Warrant Certificate).  The date such Notice of Exercise is either faxed, emailed or delivered to the Company shall be the “Exercise Date,” provided that, if such exercise represents the full exercise of the outstanding balance of the Warrant, the Holder of this Warrant shall tender this Warrant Certificate to the Company within five (5) Trading Days (as defined below) thereafter.  The Notice of Exercise shall be executed by the Holder of this Warrant and shall indicate (i) the number of shares then being purchased pursuant to such exercise and (ii) if applicable (as provided below), whether the exercise is a cashless exercise.

For purposes of this Warrant, the term “Trading Day” means any day during which the Principal Market shall be open for business.

(b) Notwithstanding any other provision contained herein to the contrary, from the period beginning on the date hereof and ending on the second anniversary hereof, if the shares of Common Stock underlying this Warrant are not registered for resale in an effective Registration Statement, the Holder may elect a “cashless” exercise of this Warrant for any Warrant Shares not registered in an effective Registration Statement.  Whereby, the Holder shall be entitled to receive a number of shares of Common Stock equal to (w) the excess of the Current Market Value (as defined below) over the total cash exercise price of the portion of the Warrant then being exercised, divided by (x) the Market Price of the Common Stock.

For the purposes of this Warrant, the following terms shall have the following meanings:

“Current Market Value” shall mean an amount equal to the Market Price of the Common Stock, multiplied by the number of shares of Common Stock specified in the applicable Notice of Exercise.

“Market Price of the Common Stock” shall mean the lower of: (i) the closing price of the Company’s common stock on the OTC Bulletin Board for the prior business day; or (ii) the volume weighted average sales prices of the Company’s common stock on such market for the prior ten (10) business days, in each case as recorded by Bloomberg, L.P.

“Closing Price” means the 4:00 P.M. closing bid price of the Common Stock on the Principal Market on the relevant trading day(s), as reported by Bloomberg LP (or if that service is not then reporting the relevant information regarding the Common Stock, a comparable reporting service of national reputation selected by the Holder and reasonably acceptable to the Company) for the relevant date.

(c)  If the Notice of Exercise form elects a “cash” exercise (or if the cashless exercise referred to in the immediately preceding paragraph (b) is not available in accordance with the terms hereof), the Exercise Price per share of Common Stock for the shares then being exercised shall be payable, at the election of the Holder, in cash or by certified or official bank check or by wire transfer in accordance with instructions provided by the Company at the request of the Holder.

(d)  Upon the appropriate payment, if any, of the Exercise Price for the shares of Common Stock purchased, together with the surrender of this Warrant Certificate (if required), the Holder shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased.  The Company shall deliver such certificates representing the Warrant Shares in accordance with the instructions of the Holder as provided in the Notice of Exercise (the certificates delivered in such manner, the “ Warrant Share Certificates ”) within five (5) Trading Days (such third Trading Day, a “ Delivery Date ”) of (i) with respect to a “cashless exercise,” the Exercise Date as the case may be, or, (ii) with respect to a “cash” exercise, the later of the Exercise Date or the date the payment of the Exercise Price for the relevant Warrant Shares is received by the Company.

(e)  The Company understands that a delay in the delivery of the Warrant Share Certificates by the Delivery Date could result in economic loss to the Holder.  As compensation to the Holder for such loss, the Company agrees to pay late payment fees (as liquidated damages and not as a penalty) to the Holder for late delivery of Warrant Share Certificates in the amount of $100 per Trading Day after the Delivery Date for each $10,000 of Exercise Price of the Warrant Shares subject to the delivery default.  The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Share Certificates by the Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.

(f)           In addition to any other rights available to the Holder, if the Company fails to deliver the Warrant Share Certificates within ten (10) Trading Days after the Delivery Date and the Holder purchases (in an open market transaction or otherwise) shares of common stock (the “ Bought Shares ”) to deliver in satisfaction of a sale by the Holder of the shares of Common Stock which the Holder was entitled to receive from the Company on exercise of this Warrant (a “ Buy-In ”), then the Company shall pay cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (A) the Holder’s total purchase price (including brokerage commissions, if any) for the Bought Shares exceeds (B) the Exercise Price for such Warrant Shares, together with interest thereon at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). In such case, the subject Warrant Share Certificates will be treated as delivered on the date such payment is made.  For example, if the Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 (based on the Exercise Price) of Warrant Shares, the Company shall be required to pay the Subscriber $1,000, plus interest. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In.

(g)           The Holder shall be deemed to be the holder of the shares issuable to it in accordance with the provisions of this Section 2.1 on the Exercise Date.

2.2            Limitation on Exercise . Notwithstanding the provisions of this Warrant, in no event (except as specifically provided in the Debenture as an exception to this provision), (i) during the forty-five (45) day period prior to the Expiration Date, or (ii) while there is outstanding a tender offer for any or all of the shares of the Company's Common Stock) shall the Holder be entitled to exercise this Warrant, or the Company have the obligation or option to issue shares upon such request or in lieu of cash payments hereunder, to the extent that, after such payment of common stock or issuance the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates, and (2) the number of shares of Common Stock issuable upon the exercise of the Warrant with respect to which the determination of the proviso is being made, would result in beneficial ownership by the Holder 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 Holder 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.

2.3            Trustee for Warrant Holders .  In the event that a qualified bank or trust company shall have been appointed as trustee for the Holder of the Warrants pursuant to Subsection 6.3, such bank or trust company shall have all the powers and duties of a warrant agent (as hereinafter described) and shall accept, in its own name for the account of the Company or such successor person as may be entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant pursuant to Section 2.1.

3.            Reservation of Shares .  The Company hereby agrees that, at all times during the term of this Warrant, there shall be reserved for issuance upon exercise of this Warrant, one hundred percent (120%) of the number of shares of its Common Stock as shall be required for issuance of the Warrant Shares for the then unexercised portion of this Warrant.  For the purposes of such calculations, the Com