ASSET
      PURCHASE AGREEMENT




ASSET
      PURCHASE AGREEMENT dated as of October ___, 2005, by and between DRINKS AMERICAS
      HOLDINGS, LTD, a Delaware corporation ("Buyer"), and RHEINGOLD BREWING COMPANY,
      INC., a Delaware corporation ("Seller").




WHEREAS,
      Seller has been engaged in the business of manufacturing, marketing,
      distributing and selling beer products under the trademark "Rheingold" pursuant
      to the terms of the Rheingold License (as hereinafter defined); and




WHEREAS,
      Buyer is engaged through subsidiaries in the production, marketing, advertising,
      distribution and sale of both spirits and non-alcoholic beverages, and Buyer
      will be engaged in the business of manufacturing, marketing, distributing and
      selling beer products; and




WHEREAS,
      Buyer desires to acquire from Seller, and Seller is willing to sell to Buyer,
      substantially all of Seller's assets, including, without limitation, all rights
      presently held by Seller to use the trademark associated with the Intellectual
      Property (as hereinafter defined) in the production, marketing, advertising,
      distribution and sale of beer products.




NOW,
      THEREFORE, the parties hereto, in consideration of the premises hereof and
      other
      good and valuable consideration, hereby agree as follows:




I.
      DEFINITIONS




1.1.
      Definitions. The following terms used herein shall have the meanings given
      to
      such terms below.




"Acquired
      Assets" means, all assets of Seller, real and personal, tangible and intangible,
      including, without limitation, goodwill and those assets listed in Section
      2.1
      hereof.




"Assignment"
      means the assignment by Seller to Buyer of the licensee's interest in the
      Rheingold License.




"Assumed
      Contracts" means all of the executory leases, contracts and licenses listed
      on
      Schedule A attached hereto.




"Assumed
      Obligations" means (i) the obligations of Seller under the Assumed Contracts
      requiring performance on or after the Closing Date; and (ii) all obligations
      of
      Seller referred to in Schedule B hereof; provided, however, that the Assumed
      Obligations shall not include (x) any liabilities not specifically listed in
      said Schedule B, (y) any obligations of Seller to any of its employees, or
      (z)
      any taxes (including sales or transfer taxes) now or hereafter owed by Seller,
      or any affiliate or person related to Seller, regardless whether or not
      attributable to the Acquired Assets or the Business.




"Assumption"
      means the instrument pursuant to which Buyer shall assume the Assumed
      Obligations.




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"Bill
      of
      Sale" means the bill of sale executed by Seller, transferring title to all
      the
      Acquired Assets to Buyer.




"Business"
      means Seller's business of manufacturing and selling beer products.




"Buyer"
      means Drinks Americas Holdings, Ltd., a Delaware corporation.




"Closing"
      means the Closing referred to in Section 5.1 hereof.




"Closing
      Date" means the date and time of the Closing.




"Common
      Stock" means shares of the Common Stock, par value $.001 per shares, of
      Buyer.




"Fixed
      Assets" means all Seller's fixed assets used in connection with the Business,
      including the machinery, equipment, spare parts and accessories, tools, dies,
      furniture, fixtures, office furnishings and other equipment.




"FMV"
      means fair market value of the Common Stock, determined as provided in Section
      3.2 hereof.




"Intellectual
      Property" means all Seller's trade names, trade name rights, trademarks,
      trademark rights, logos, trade dress, licenses, patents, patent applications,
      patent rights, inventions (whether or not patentable), trade secrets, customer
      lists, copyrights (including registrations and applications therefor),
      technology, computer software source codes, know-how, processes, specifications,
      data and lab test results, formulas, projects in development, service marks,
      computer software, computer software modifications, enhancements and computer
      software derivative works, other intellectual property rights and other
      proprietary information, including all rights to, and intellectual property
      regarding, the "Miss Rheingold" promotional program.




"Inventory"
      means all inventory of Seller held for resale in connection with, or used to
      operate, the Business, including finished goods, raw materials, work-in-process,
      packaging, supplies and personal property and any prepaid deposits relating
      thereto on hand on the Closing Date, wherever located.




"Lien"
      means a lien, encumbrance, claim, security interest, mortgage, pledge,
      restriction, charge, instrument, license, encroachment, option, rights of
      recovery, judgment, order or decree of any court or foreign or domestic
      governmental entity, interest, product, tax (foreign, federal, state or local),
      in each case of any kind or nature, whether secured or unsecured, choate or
      inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed,
      recorded or unrecorded, contingent or noncontingent, material or nonmaterial,
      known or unknown and including all claims based on any theory that Buyer is
      a
      successor, transferee or continuation of Seller or the Business.




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"Net
      Working Capital" means current assets minus current liabilities of Seller,
      determined in accordance with generally accepted accounting principles,
      consistently applied.




"Pabst"
      means Pabst Brewing Co., successor in interest to Stroh under the Rheingold
      License.




"Purchase
      Price" means the Purchase Price referred to in Section 3.1 hereof.




"Receivables"
      means all accounts receivable and notes receivable relating to the Business
      and
      outstanding at the Closing Date.




"Rheingold
      License" means the License Agreement dated August 22, 1997, as amended, by
      and
      between Stroh, as licensor, and Seller, as licensee, including (i) "Addendum
      No,
      1" to License Agreement," dated August 27, 1997; (ii) "Amendment No. 1" to
      License Agreement dated January 13, 1998, and (iii) any other addendums,
      amendments, supplements or other agreement modifying the terms and conditions
      of
      the Rheingold License.




"SEC"
      means the United States Securities and Exchange Commission.




"Securities
      Act" means the Securities Act of 1933, as amended.




"Seller"
      means Rheingold Brewing Company, Inc., a Delaware corporation.




"Stroh"
      means The Stroh Brewery Company, an Arizona corporation.




"Tax
      Code" means the Internal Revenue Code of 1986, as amended, and the rules and
      regulations promulgated thereunder.




II.
      PURCHASE AND SALE




2.1.
      Acquired Assets. Upon the terms and subject to the conditions set forth in
      this
      Agreement, at the Closing Seller shall sell, assign, transfer, convey and
      deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire
      and take assignment and delivery of, all right, title and interest of Seller
      in
      and to the Acquired Assets, including the following:




(a)
            all
                Fixed Assets;




(b)
            all
                Intellectual Property;




(c)
            subject
                to Section 2.2 hereof, all
                inventory;




(d)
            subject
                to Section 2.2 hereof, all
                Receivables;




(e)
            all
                of Seller's contract rights with respect to the Acquired Assets and
                the
                Assumed Obligations;




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(f) all
        computer software documentation, computer software source codes, computer
        software modifications and enhancements, computer software derivative works,
        all
        books and records, correspondence, customer lists, price lists, supplier
        lists,
        sales information, computer software and programs, if any (subject to the
        rights
        of third party licensors), and all advertising, packaging and promotional
        materials and files relating to the Acquired Assets or the
        Business;




(g) all
        goodwill, other intangible property and causes of action relating to the
        Acquired Assets or the Business;




(h) all
        licenses, certificates, permits and telephone numbers relating to the Business,
        to the extent the same are transferable;




(i) the
        Assumed Contracts;




(j) all
        current assets, including deposits, prepaid expenses and accounts
        receivable;




(k) all
        books
        and records relating to the Business and the Acquired Assets;
        and




(l) the
        right
        to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one
        of
        its operating subsidiaries) following the Closing as contemplated in Section
        7.4
        hereof.




2.2.
      Assumed Obligations. At the Closing, Buyer shall enter into the Assumption,
      pursuant to which Buyer shall assume the Assumed Obligations.




2.3.
      Condition and Quality of Tangible and Intangible Personal Property. Buyer
      acknowledges that it has fully and sufficiently inspected all items of tangible
      and intangible personal property which are the subject of this Agreement and
      agrees and acknowledges that, except for representations and warranties included
      herein, a11 such property will be sold by Seller and accepted by Buyer "AS
      IS,
      WHERE IS" with no representations or warranties of any nature, express or
      implied, on the part of Seller regarding the condition, quality or physical
      characteristics of such assets, including all warranties of merchantability
      and
      of fitness for any specific purpose.




III.
      PURCHASE PRICE




3.1.
      Amount. The Purchase Price shall be the sum of (i) $1,050,000, payable in shares
      of Common Stock, (ii) $100,000 payable in cash, and (ii) the assumption by
      Buyer
      of the Assumed Obligations.




3.2.
      Payment of Purchase Price. The Purchase Price shall be paid by Buyer to Seller
      in two installments: (i) the first comprising shares of Common Stock having
      a
      FMV of $650,000 and assumption of the Assumed Liabilities, and (ii) the second
      comprising shares of Common Stock having a FMV of $400,000 and cash in the
      amount of $100,000, the first such installment to be delivered at the Closing
      and, subject to the provisions of Section 7.7 hereof, the second such
      installment to be delivered at the first anniversary thereof. For the purposes
      hereof, the FMV of the Common Stock shall be determined as follows:




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(a) The
        FMV
        of shares of Common Stock to be delivered at the Closing shall be the average
        of
        the daily closing prices of such shares for each of the trading days during
        the
        period beginning on the day which is 60 calendar days prior to the Closing
        and
        ending on the trading day preceding the Closing; and




(b) The
        FMV
        of shares of Common Stock at the first anniversary of the Closing shall be
        the
        average of the daily closing prices of such shares for each of the trading
        days
        during the period beginning on the day which is 60 calendar days prior to
        such
        anniversary, and ending on the trading day preceding such anniversary; provided,
        however, that Buyer shall have the right to elect to pay such second installment
        of the Purchase Price entirely in cash on said anniversary.




The
      closing price for each day referred to in subsection (a) or (b) above shall
      be
      the reported closing price of the Common Stock as reported on the OTC Bulletin
      Board ("OTCBB") of the National Association of Securities Dealers, Inc. or,
      in
      case no such closing price is reported on such day, the average of the closing
      bid and asked prices regular way for such day reported on the OTCBB or, on
      such
      principal national securities exchange on which the shares of the Common Stock
      shall be listed or admitted to trading, or if they are not listed or admitted
      to
      trading on any national securities exchange, but are traded in the
      over-the-counter market, the closing sale price of the shares of Common Stock
      or, in case no sale is publicly reported, the average of the representative
      closing bid and asked quotations for the shares of Common Stock on the National
      Association of Securities Dealers Automated Quotation ("NASDAQ") system or
      any
      comparable system, of if the Common Stock is not listed on the NASDAQ system
      or
      a comparable system, the closing sale price of the shares of Common Stock or,
      in
      case no sale is publicly reported, the average of the closing bid and asked
      prices as furnished by the National Quotation Bureau, incorporated, or if such
      organization is no longer in business, by such other source or sources as the
      Board of Directors ("Board") of the Company may reasonably select for that
      purpose.




IV.
      ASSUMPTION OF CONTRACTS AND LIABILITIES




4.1.
      Assumption. At the Closing, Buyer shall assume and agree to pay, perform,
      fulfill and discharge, and shall indemnify and hold Seller harmless from and
      against, (i) the Assumed Obligations, and (ii) the portions of the Purchase
      Price described in Section 3,2 hereof




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4.2.
      No
      Other Liabilities. It is expressly agreed and understood that, except as
      provided in Sections 4.1 and 4.2 hereof, Buyer is not assuming any liability
      or
      obligation of Seller of any kind or nature whatsoever, whether accrued or
      unaccrued, contingent or noncontingent, material or nonmaterial, or known or
      unknown as of the Closing Date, including, without limitation, any liability
      or
      obligation (i) for taxes (including sales or transfer taxes) now or hereafter
      owed by Seller, or any affiliate or person related to Seller, or attributable
      to
      the Acquired Assets or the Business, and relating to any period, or any portion
      of any period, ending on or prior to the Closing Date or to the sale of the
      Acquired Assets to Buyer; (ii) under any contract or agreement other than the
      Assumed Contracts; (iii) accruing under the Assumed Contracts prior to the
      Closing Date; (iv) relating to or arising out of any product manufactured or
      sold, or service rendered, by Seller prior to the Closing Date; (v) relating
      to
      or arising out of the relationship between Seller and any employee or
      independent contractor, including workers compensation claims; (vi) for monies
      due to any third party; or (vii) relating to or arising out of the conduct
      or
      operation of the Business prior to the Closing Date. The transfer of the
      Acquired Assets pursuant to this Agreement shall be free and clear of all
      Liens.




V.
      CLOSING




5.1.
      Closing. The closing of the sale and purchase of the Acquired Assets (the
      "Closing") shall be held at the offices of Fredrick Schulman, Esq., 241 Fifth
      Avenue, Suite 302, New York, New York 10016, and shall occur on or before (i)
      October 21, 2005, or (ii) such later date on which the parties hereto may agree,
      provided that all of the other conditions precedent set forth in Article VIII
      hereof have been satisfied or waived by the applicable party, and further
      provided that this Agreement has not been terminated pursuant
      hereto.




5.2.
      Transactions at Closing. At or before the Closing, each of the following shall
      occur:




(a) Seller
        shall deliver the Assignment;




(b) Seller
        shall duly execute and deliver to Buyer the Bill of Sale and such other
        certificates of title and other instruments of assignment or transfer with
        respect to the Acquired Assets, all in such form as is reasonably acceptable
        to
        Buyer's counsel, as Buyer may reasonably request and as may be necessary
        to vest
        in Buyer all of Seller's right, title and interest in and to the Acquired
        Assets
        free and clear of all Liens;




(c) Buyer
        shall deliver to Seller the shares of Common Stock representing the first
        installment of the Purchase Price as provided in Section 3.2
        hereof;




(d) Buyer
          and
          Seller shall allocate all expenses under real estate and equipment leases,
          to
          the extent such leases constitute Assumed Contracts, such that Seller shall
          be
          responsible for all rental thereunder through the date of closing, and
          Buyer
          shall be responsible for all rental thereunder thereafter. Buyer or Seller,
          as
          the case may be, shall make an appropriate payment to the other such party
          at
          the Closing to implement such allocation; and
  (e)
            Buyer
            and Seller shall duly execute or deliver such certificates and documents
            (including officer's and secretary's certificates and certificates of
            good
            standing) and third party consents as may be required to effectuate the
            transactions contemplated by this Agreement or as may be reasonably requested
            by
            Buyer or Seller, as the case may be.




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VI.
      REPRESENTATIONS AND WARRANTIES




6.1.
      Representations of Seller. Seller represents and warrants to Buyer as
      follows:




(a) Organization.
        Seller as of the closing date will be a corporation duly organized, validly
        existing and in good standing under the laws of the State of Delaware, has
        all
        requisite power and authority to own and hold the Acquired Assets owned or
        held
        by it, to conduct the Business as currently conducted by Seller, and is duly
        licensed or qualified to do business in each jurisdiction in which the operation
        of the Business makes such licensing or qualification
        necessary;




(b) Authority.
        (i) Subject to obtaining the approval of stockholders, as required by Section
        7.1 hereof, Seller shall have all requisite corporate power and authority
        to
        execute and deliver this Agreement and to consummate the transactions
        contemplated hereby; (ii) Seller shall have obtained any necessary approvals
        for
        the execution and delivery of this Agreement and the consummation of the
        transaction contemplated hereby; and (iii) this Agreement shall have been
        duly
        executed and delivered by Seller and (assuming due authorization, execution
        and
        delivery by Buyer) shall constitute Seller's legal, valid and binding
        obligation, enforceable against it in accordance with its
        terms;




(c) Non-Contravention.
        Neither the execution and delivery of this Agreement by Seller nor the
        consummation by Seller of the transactions contemplated hereby shall constitute
        a violation of or be in conflict with, constitute or create a default under,
        or
        result in the creation or imposition of any Liens upon any property of Seller
        pursuant to (i) its certificate of incorporation or By-laws; (ii) any agreement
        or commitment to which Seller is a party or by which Seller or any of its
        properties are bound, or to which Seller is subject; or (iii) any law or
        statute
        or any judgment, decree, order, regulation or rule of any court or governmental
        or regulatory authority relating to Seller;




(d) Compliance
        with Laws. Seller has conducted and continues to conduct the Business so
        as to
        comply in all material respects with all laws and statutes and rules,
        regulations, judgments, orders or decrees of any court or governmental or
        regulatory authority applicable to Seller or any of its properties or assets,
        including the Acquired Assets and the Business, and Seller is not in violation
        of any such laws, statutes, rules, regulations, judgments, orders or
        decrees;




(e) Litigation.
        Except as set forth on Schedule 6.1(e) hereto, there are no actions, suits,
        proceedings or investigations pending or threatened, relating to or affecting
        the Business or the Acquired Assets, or which question the validity of this
        Agreement or challenge any of the transactions contemplated hereby or the
        use of
        the Acquired Assets or the conduct of the Business after the Closing by
        Buyer;




(f) Acquired
        Assets. Seller owns, and has the unrestricted right to transfer and assign
        to
        Buyer at the Closing, all right, title and interest in and to the Acquired
        Assets free and clear of all Liens;




(g) Assumed
        Contracts. Each of the Assumed Contracts is in full force and effect as of
        the
        date hereof. Seller has performed all obligations required to be performed
        by it
        and is not in default thereunder, and no event has occurred which, with the
        lapse of time and/or giving of notice, would constitute a default by Seller
        thereunder;




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(h) Confidentiality.
        Seller has taken all commercially reasonable steps necessary to preserve
        the
        confidential nature of a11 material confidential information (including any
        proprietary information) with respect to the Business, Acquired Assets and
        Assumed Contracts;




(i) Brokers.
        No broker, finder or investment banker is entitled to any brokerage, finder's
        or
        other fee or commission in connection with the transactions contemplated
        by this
        Agreement based upon arrangements made by or on behalf of
        Seller;




(j) Fixed
        Assets. Schedule 6.1(j) hereto sets forth a true and complete list and
        description of the Fixed Assets, which include all of the manufacturing assets
        used in the operation of the Business;




(k) Intellectual
        Property. The Acquired Assets include, and Schedule 6.1 (k) hereto sets forth
        a
        true and complete list of, all Intellectual Property heretofore or currently
        used or required to be used in connection with the Business, including, without
        limitation, all rights to, and intellectual property regarding, the "Miss
        Rheingold" promotional program, To the best of Seller's knowledge, except
        as
        otherwise indicated on said Schedule, (i) all such Intellectual Property
        is
        owned by Seller and is not subject to any Lien, (ii) no product manufactured
        or
        sold, and no manufacturing process or Intellectual Property used by Seller
        in
        connection with the Business infringes or has infringed upon any intellectual
        property of others, and (iii) Seller has not received any notification or
        claim
        of infringement by Seller of any intellectual property from any person and
        is
        not aware of a basis for any such claim;




(l) Pabst
        Consent. Pabst has, pursuant to its contract rights to negotiate for and
        consummate the purchase of Seller or an interest therein as provided in Section
        11 of the Rheingold License (the "Pabst Rights"), been given adequate, timely,
        and proper notice of the instant transaction, and has allowed the time frame
        within which to exercise its Pabst Rights to lapse, therefore permitting
        the
        instant transaction to proceed; and




(m) Securities
        Law Matters. Seller has determined that, except as shown on schedule 6.1(m)
        hereto, (i) each of its stockholders (the "Stockholders") meets the definition
        of an "accredited investor" contained in Section 5.03 of Regulation D
        promulgated by the SEC under the Securities Act, (ii) each of such Stockholders
        has acknowledged that the shares of Common Stock to be received upon. the
        dissolution of Seller will be "restricted securities" as defined in Rule
        144 as
        promulgated by the SEC which may be sold only as provided in said Rule unless
        Buyer is satisfied that another exemption from the Securities Act is available,
        and (iii) Seller has provided its Stockholders with materials and information
        concerning Buyer and the transactions proposed to be carried out pursuant
        hereto, copies of which have been provided to Buyer, which materials and
        information do not contain any untrue statement of a material fact or omit
        to
        state a material fact necessary in order to make the statements therein,
        in the
        light of the circumstances under which they were mad, not
        misleading.




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6.2.
      Representations of Buyer. Buyer represents and warrants to Seller as
      follows:




(a) Binding
        Effect. This Agreement has been duly executed and delivered by Buyer and
        (assuming due execution and delivery by Seller) constitutes the legal, valid
        and
        binding obligation of Buyer and, enforceable against Buyer in accordance
        with
        its terms;




(b) Authorized
        Shares. Buyer has sufficient authorized but unissued shares of Common Stock
        available to deliver to Seller and to enable Seller to pay the Purchase Price
        for the Acquired Assets in accordance with the terms of this
        Agreement;




(c) Non-Contravention.
        Neither the execution and delivery of this Agreement by Buyer nor the
        consummation by Buyer of the transactions contemplated hereby shall constitute
        a
        violation of, or be in conflict with, constitute or create a default under,
        or
        result in the creation or imposition of any Liens upon any property of Buyer
        pursuant to (i) any agreement or commitment to which Buyer is a party or
        by
        which Buyer or any of its properties are bound, or to which Buyer is subject;
        or
        (ii) any law or statute or any judgment, decree, order, regulation or rule
        of
        any court or governmental or regulatory authority relating to
        Buyer;




(d) Governmental
        Consents. There are no consents, approvals or authorizations of, or
        registrations, qualifications or filings with, governmental or regulatory
        agencies or authorities necessary in connection with the execution and delivery
        of this Agreement by Buyer or for the consummation by Buyer of the transactions
        contemplated hereby;




(e) Litigation.
        There are no actions, suits, proceedings or investigations pending or threatened
        against either Buyer which question the validity of this Agreement or challenge
        any of the transactions contemplated hereby; and




(f) Brokers.
        No broker, finder or investment banker is entitled to any brokerage, finder's
        or
        other fee or commission in connection with the transactions contemplated
        by this
        Agreement based upon arrangements made by or on behalf of
        Buyer.




(g) Compliance
        with Laws. Buyer has conducted and continues to conduct its business so as
        to
        comply in all material respects with all laws and statutes and rules,
        regulations, judgments, orders or decrees of any court or governmental or
        regulatory authority applicable to Buyer or any of its properties or assets,
        and
        Buyer is not in violation of any such laws, statutes, rules, regulations,
        judgments, orders or decrees.




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VII.
      COVENANTS




7.1.
      Stockholder Approval. Seller shall obtain the approval of its Stockholders
      to
      the entering into of this Agreement and performance of a11 the obligations
      of
      Seller contemplated hereby, and shall present to Buyer evidence thereof, not
      later than five business days following the execution hereof.




7.2.
      Conduct of Business Prior to Closing. Prior to the Closing, Seller shall
      continue to operate the Business only in the ordinary and usual course and
      consistent with Seller's past practices. Without limiting the generality of
      the
      foregoing, Seller shall use all commercially reasonable efforts and diligence
      (i) to preserve the business operations of Seller and the Business intact,
      (ii)
      to keep available the services of its current personnel, (iii) to preserve
      in
      full force and effect and to perform the contracts, agreements, instruments,
      leases, and licenses of Seller, and the arrangements and understandings of
      Seller, (iv) to preserve the goodwill of Seller's suppliers, customers,
      community and others having relations with Seller, (v) to continue in full
      force
      and effect a11 binders and policies of insurance of Seller and (vi) to continue
      its advertising and promotional activities, if any, and pricing and purchasing
      policies, in accordance with past practices.




7.3.
      Access. From the date hereof until the Closing, upon reasonable notice, Seller
      shall, and shall cause its officers, directors, employees, agents and counsel
      to
      (i) afford the officers, employees, and authorized agents, accountants, counsel
      and financing sources and representatives of Buyer reasonable access, during
      normal business hours, to the offices, properties, other facilities, books
      and
      records of Seller and to those officers, directors, employees, agents,
      accountants and counsel of Seller who have knowledge relating to the Business,
      and (ii) furnish to the officers, employees and authorized agents, accountants,
      counsel, financing sources and representatives of Buyer such additional
      financial and operating data and other information regarding the Business and
      the Acquired Assets as Buyer from time to time may reasonably
      request.




7.4.
      Use
      of Corporate Name. Seller agrees that, promptly following the Closing, it shall
      file a change of name certificate with the Secretary of State of Delaware,
      changing the corporate name of Seller to one not containing the word
      "Rheingold," and consents to Buyer, should Buyer so elect in its sole
      discretion, to establish a subsidiary to be called "Rheingold Brewing Company,
      Inc." or a variation thereof. Seller hereby appoints Buyer or its designee
      as
      Seller's attorney-in-fact, and ratifies and approves all of Buyer's acts as
      such
      attorney-in-fact, to file the aforesaid change-of-name certificate on behalf
      of
      Seller. This is a power coupled with an interest and as such is irrevocable
      until the change of name contemplated herein has been satisfied.




7.5.
      Retention of Records. In order to facilitate the resolution of any claims made
      by or against or incurred by Buyer, for a period of three years after Closing,
      Seller shall (i) retain the books and records of Seller which are not
      transferred to Buyer pursuant to this Agreement relating to periods prior to
      the
      Closing in a manner reasonably consistent with the prior practices of Seller,
      and (ii) upon reasonable notice, afford the officers, employees and authorized
      agents and representatives of Buyer reasonable access (including the right
      to
      make, at Buyer's expense, photocopies), during normal business hours, to such
      books and records.




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7.6.
      Collection of Receivables. In the event any payment for an account receivable
      is
      delivered to Seller or any affiliate of Seller after Closing, Seller shall,
      or
      shall cause its affiliate to, deliver such payment to Buyer promptly and in
      any
      event within ten days of receipt thereof.




7.7.
      Post-Closing Audit. In the event that, within six months of the Closing, Buyer
      conducts a post-Closing accounting review and, as a result thereof, determines
      that the Company's Net Working Capital was less than the amount thereof required
      by Section 8.1(d) hereof, Buyer shall be entitled to deduct the aggregate of
      (i)
      any shortfall in Net Working Capital between the actual (as determined by such
      accounting review) and required amount thereof, from required FMV of the second
      installment of the Purchase Price; provided, however, that in the event that
      a
      dispute arises between Buyer and Seller as to any amount or amounts determined
      in such accounting review, Buyer and Seller shall each designate an accountant
      to resolve such dispute and such accountants shall endeavor to agree on the
      amounts in question, failing which such accountants shall agree on a third
      accountant, which is unaffiliated with either Buyer or any of Seller, who shall
      determine the amount or amounts in question.




7.8.
      Covenants regarding Allocation of Purchase Price. Prior to the Closing, the
      parties shall agree on an allocation of the Purchase Price among the acquired
      assets in a manner which complies with the requirements of the Tax Code. The
      parties agree that (i) the respective federal, state, local and foreign tax
      returns to be filed by each of them shall reflect such allocation, (ii) they
      shall cooperate in the preparation of such forms, and (iii) neither of them
      shall take any position contrary to such allocation in any tax return, in any
      refund claim, in any litigation, or otherwise, unless otherwise required to
      do
      so under applicable law.




VIII.
      CONDITIONS OF CLOSING




8.1.
      Conditions to Buyer's Obligations. The obligation of Buyer to consummate the
      Closing shall be subject to the satisfaction at or prior to the Closing of
      each
      of the following conditions (to the extent noncompliance is not waived in
      writing by Buyer in Buyer's sole and absolute discretion), unless the failure
      of
      any such condition to 'be satisfied shall be the fault of Buyer:




(a) Representations.
        The representations and warranties made by Seller in or pursuant to this
        Agreement shall be true and correct in all material respects at and as of
        the
        Closing Date with the same effect as though such representations and warranties
        had been made or given at and as of the Closing Date;




(b) Compliance
        with Agreement. Seller shall have performed and complied in all material
        respects with all of its covenants and other obligations under this Agreement
        to
        be performed or complied with on or prior to the Closing
        Date;




(c) Compliance
        with the Law. No litigation shall be pending which purports to restrain or
        prevent the transactions contemplated by this Agreement, and Seller and Buyer
        shall have complied with all applicable requirements of statutes and
        governmental orders, regulations and rules relating to the transactions
        contemplated by this Agreement and the Closing hereunder;




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(d)
      Net
      Working Capital. The Net Working Capital of Seller at the Closing Date shall
      not
      be less than ($9,000) ; and




(e)
      Stockholder Information. Seller shall have advised Buyer of the residences
      and
      numbers of shares of capital stock of Seller owned by each Stockholder to enable
      Buyer to prepare and file a Form D relating to the issuance of Common Stock
      contemplated hereby and to make such filings as may he required pursuant to
      the
      blue sky laws of the jurisdictions in which such Stockholders
      reside.


8.2.
      Conditions to Seller’s Obligations. The obligation of Seller to consummate the
      Closing shall be subject to the satisfaction at or prior to the Closing of
      each
      of the following conditions (to the extent noncompliance is not waived in
      writing by Seller in Seller’s sole and absolute discretion), unless the failure
      of any such condition to be satisfied shall be the fault of Seller :




(a)
      Representations. The representations and warranties made by Buyer in or pursuant
      to this Agreement shall be true in all material respects at and as of the
      Closing Date with the same effect as though made or given at and as of the
      Closing Date;





(b)
      Compliance with Agreement. Buyer shall have performed mid complied in all
      material respects with a11 of its covenants and other obligations under this
      Agreement to be performed or complied with at or prior to the Closing Date;
      and




(c)
      Compliance with the Law. No litigation shall be pending which purports to
      restrain or prevent the transactions contemplated by this Agreement, and Seller
      and Buyer shall have complied with all applicable requirements of statutes
      and
      governmental orders, regulations and rules relating to the transactions
      contemplated by this Agreement and the Closing hereunder.




IX.
      TERMINATION




9.1.
      Termination. This Agreement may be terminated and the transactions contemplated
      hereby may be abandoned at any time prior to the Closing Date:




(a)
      by
      mutual written consent of Buyer and Seller;




(b)
      by
      either Buyer or Seller if, without fault of the party seeking termination,
      the
      Closing shall not have occurred on or before December 31, 2005;




(c)
      by
      either Buyer or Seller if, without fault of the party seeking termination,
      any
      court of competent jurisdiction in the United States or any other United States
      governmental authority shall have issued an order, decree or ruling, or taken
      any other action restraining, enjoining or otherwise prohibiting the
      transactions contemplated hereby, and such order, decree, ruling or other action
      shall not have been reversed by a final and nonappealable order; or




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(d)
      by
      either Buyer or Seller, if the other party hereto shall have materially breached
      the representations and warranties set forth in Article VI hereof or otherwise
      failed to perform any of its material covenants and agreements in this
      Agreement.




9.2.
      Effect of Termination. In the event of the termination of this Agreement
      pursuant to Section 8.1 hereof, (i) this Agreement shall forthwith become null
      and void and have no further force and effect, and (ii) neither of the parties
      hereto nor any of their respective directors, officers, stockholders, members,
      affiliates, representatives or advisors shall have any further obligation or
      liability under the provisions hereof.




X.
      MISCELLANEOUS




10.1.
      Risk of Loss. Seller shall be responsible for any casualty loss to the Acquired
      Assets prior to the Closing. In the event of any such loss, Seller shall give
      written notice thereof to Buyer within one business day and, to the extent
      insurance proceeds are available to remedy such loss, Seller shall proceed
      to
      remedy such loss. If the loss is not remedied within 60 days after the
      occurrence thereof, regardless of the reason therefor, Buyer shall have the
      right to terminate this Agreement by giving written notice to Seller within
      five
      business days after the expiration of such 60-day period. If such notice is
      not
      given by Buyer within such five business day period, the Closing shall take
      place as provided herein, and the Purchase Price shall be appropriately adjusted
      to reflect such loss.




10.2.
      Expenses. All expenses of the preparation, execution and consummation of this
      Agreement and of the transactions contemplated hereby including the fees and
      disbursements of attorneys, accountants, and outside advisors, shall be borne
      by
      the party incurring such expenses. Any taxes in the nature of a sales, use
      and/or transfer tax imposed or payable in connection with the sale or transfer
      of the Acquired Assets shall be paid by Seller.




10.3.
      Non-Agency. Nothing in this Agreement shall be construed to constitute either
      party the agent of the other or to constitute the parties as members of a joint
      venture of partners, nor shall any similar relationship be deemed to exist
      between them.




10.4.
      Severability. If any provision of this Agreement shall be determined to be
      invalid or unenforceable by any arbitrators, any court of law or any government
      agencies, the remaining provisions shall be severable and enforceable in
      accordance with their terms so long as this Agreement without such invalid
      or
      unenforceable provision does not fail of its essential purpose or purposes.
      The
      parties shall negotiate in good faith to replace any such invalid or
      unenforceable provision or provisions with suitable provisions which shall
      maintain the economic purposes and intentions of this Agreement.




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10.5.
      Notices. Any notice to be given hereunder shall be in writing and shall be
      deemed duly given (i) upon mailing a confirmation by first class mail, postage
      prepaid, of a facsimile or e-mail transmission, (ii) when sent by overnight
      delivery by courier, or (iii) when mailed by registered or certified mail return
      receipt requested and postage prepaid:




(a)
            if
                to Seller, addressed to: Rheingold Brewing Company, Inc. 130 West
              42nd
                Street
              New
                York, NY 10036
              Attention:
                Norm Snyder




With
      a
      copy to:


Sanford
      G. Hausner, Esq.


Buchanan
      Ingersoll P.C.


1
      Chase
      Manhattan Plaza


New
      York,
      NY 10005





(b)
            if
                to Buyer, addressed to: Drinks Americas Holdings, Ltd, 372
              Danbury
                Road Wilton, Connecticut 06897




Attention:
      Mr. Patrick Kenny





with
      a
      copy to:


Fredrick
      Schulman, Esq.


241
      Fifth
      Avenue, Suite 302


New
      York,
      New York 10016




or
      to
      such other address as either party hereto shall designate in writing to the
      other party.




10.6.
      Entire Agreement. This Agreement constitutes the entire agreement between the
      parties hereto pertaining to the subject matter hereof and supersedes all prior
      agreements and understandings of the parties hereto, whether written or oral,
      in
      connection therewith. No modification of any of the terms and conditions of
      this
      Agreement shall be valid unless contained in a written instrument signed by
      both
      parties hereto.




10.7.
      Waiver. A waiver by either party hereto of any particular default or breach
      by
      the other party shall not affect or prejudice the rights of the aggrieved party
      with respect to any other default or breach whether of the same or different
      nature.




10.8.
      Governing Law. This Agreement shall be governed by and construed in accordance
      with the laws of the State of New York applicable to agreements made and to
      be
      performed wholly within such State.




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10.9.
      Jurisdiction and Venue. Each of the parties hereto hereby consents to the
      exclusive jurisdiction of the state or federal courts located in the Borough
      of
      Manhattan, New York, and agrees that any action concerning a dispute arising
      out
      of or relating to this Agreement shall be brought in any such court and that
      process, notice of motion, or other application of the court, or a judge
      thereof, or any notice in connection with the proceedings provided for herein
      may be served within or without the State of New York as provided herein for
      the
      serving of notices hereunder.




10.10.
      Captions. The captions heading each Article of this Agreement are for
      convenience only and shall have no effect on the interpretation on meaning
      of
      this Agreement.




10.11.
      Counterparts. This Agreement may be executed in one or more counterparts, each
      of which shall be deemed an original, and it shall not be necessary in making
      proof of this Agreement to produce or account for more than one such
      counterpart.




10.12.
      Assigns. This Agreement shall be binding upon and shall inure to the benefit
      of
      each of parties hereto and their respective successors and permitted assigns.
      Neither this Agreement, nor the obligations of any party hereunder, shall be
      assignable or transferable by any such party without the prior written consent
      of the other party hereto; provided., however, Buyer shall have the right to
      assign its rights and obligations hereunder to an affiliate of Buyer without
      the
      prior written consent of Seller so long as Buyer remains liable hereunder as
      if
      no assignment had occurred.




10.13.Surviving
      Provisions. Upon the expiration or termination of this Agreement, each of
      Buyer’s and Seller’s obligations under Section 8 hereof and such other
      provisions hereof which by their terms are not clearly intended to expire upon
      such expiration or termination or at a specified time thereafter, shall survive
      such expiration or termination or lapse of such specified time.




10.14.
      Specific Performance. The parties hereto agree that irreparable damage would
      occur in the event any provision of this Agreement was not performed in
      accordance with the terms hereof and that the parties shall be entitled to
      specific performance of the terms hereof, in addition to any other remedy at
      law
      or equity without the necessity of demonstration of inadequacy of monetary
      damages




IN
      WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
      duly executed and delivered by its respective duly authorized representative
      as
      of the date and year set forth above.




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Buyer:DRINKS AMERICAS HOLDINGS,
              LTD.By:Seller:RHEINGOLD BREWING COMPANY,
              INC,By:





63